By Lawyer Luu Thi Hue – UniLaw LLC

Adjustment of the Investor Approval Document of the Provincial Authority

In the dynamic landscape of Vietnam investment law, the stability and accuracy of project approval documents are paramount. For foreign investors, the Investment Registration Certificate (IRC) or the Decision on Investment Policy acts as the “birth certificate” of their venture. However, as business needs evolve, adjusting these documents becomes inevitable. This process, often involving provincial-level authorities, is filled with procedural nuances that can lead to significant legal disputes if not handled by a professional vietnam investment lawyer from an international law firm in vietnam.

The Legal Impact of Shifting Realities: A Case Study on Approval Stability

To understand the gravity of project approval adjustments, we look at the case heard by the High People’s Court in Ho Chi Minh City, documented in Judgment No. 73/2025/KDTM-PT. The dispute arose between Company T and Ms. P regarding the transfer of shares in Company H. Company T agreed to purchase shares at four times their par value, specifically because Company H was the owner of the “Phu Quoc Harbour City” project. This project had received a Decision on Investment Policy (No. 93 dated June 16, 2016) and multiple amended Investment Registration Certificates (the latest on October 8, 2019) from the Kien Giang Provincial People’s Committee and the Phu Quoc Economic Zone Management Board.

The core of the “Harbour City” project’s value was the right to manage and exploit “Bai V Port.” However, before the final payment installment was made, the provincial authority issued a new decision to stop the port management assignment to Company H. This shift fundamentally altered the scale and feasibility of the project. Company T argued that this was a “fundamental change of circumstances” under Article 420 of the Civil Code 2015, as the legal status of the investment project—sanctioned by the provincial authority—had been drastically adjusted without their control.

Initially, the lower courts ignored the connection between the share transfer and the investment project, treating it as a simple stock sale. However, the High People’s Court overturned this view. The court ruled that the price premium was directly tied to the benefits promised by the provincial approval documents. The court held that the provincial authority’s decision to stop the port management was a vital change in the project’s legal foundation. The final verdict required a re-evaluation of the contract based on these shifted legal approvals, proving that the stability of provincial approval documents is not just an administrative matter but a core element of commercial contract validity.

Defining the Authority: Who Approves Adjustments in the Province?

When seeking a legal service in vietnam for project adjustments, the first step is identifying the competent authority. Under Vietnam investment law, specifically the Law on Investment 2020, the power to grant and adjust approvals is decentralized to provincial entities depending on the project’s location and nature.

Article 39 of the Law on Investment 2020 (Competence to issue, adjust, and revoke Investment Registration Certificates) states:

“1. Management boards of industrial parks, export-processing zones, high-tech zones, and economic zones shall issue, adjust, and revoke Investment Registration Certificates for investment projects in industrial parks, export-processing zones, high-tech zones, and economic zones, except for the case specified in Clause 3 of this Article.
2. Departments of Planning and Investment shall issue, adjust, and revoke Investment Registration Certificates for investment projects outside industrial parks, export-processing zones, high-tech zones, and economic zones, except for the case specified in Clause 3 of this Article.”

Explanation: This means if your factory is inside an official Industrial Zone, you deal with that Zone’s Management Board. If your business is elsewhere in the province, such as an office in the city center, you must submit your application to the Department of Planning and Investment (DPI).

Mandatory Situations Requiring Provincial Adjustment

Investors cannot simply change their operations at will. Any deviation from the registered content in the approval documents requires a formal adjustment procedure. An international law firm in vietnam will typically advise clients to monitor their projects against Article 41 of the Law on Investment.

Article 41 of the Law on Investment 2020 (Adjustment of investment projects) specifies:

“1. During the implementation of an investment project, the investor has the right to adjust the objectives, transfer part or all of the investment project, merge projects or split or separate one project into several projects, use land use rights, assets on land belonging to the investment project to contribute capital to establish enterprises, business cooperation, or other contents and must be in accordance with the provisions of law.
2. Investors shall carry out procedures to adjust the Investment Registration Certificate in case the adjustment of the investment project changes the contents of the Investment Registration Certificate.”

Explanation: If you decide to change what you are making, sell part of the company, or move your machinery to a new province, the law requires you to update your official certificate to match the new reality.

Furthermore, Clause 3 of Article 41 lists specific triggers for adjusting the “Investment Policy Approval” (which often precedes the IRC):

“Investors with investment projects that have been approved for investment policy must carry out procedures for approval of adjustment of investment policy if they fall into one of the following cases:
a) Change of objectives specified in the investment policy approval document; addition of objectives subject to investment policy approval;
b) Change of the scale of land use area by more than 10% or more than 30 hectares, change of investment location;
c) Change of total investment capital by 20% or more, resulting in a change in the scale of the investment project…”

Explanation: These are “Major Changes.” For example, if you planned to use 10 hectares but now need 12 hectares, or if your budget jumps from \$10 million to \$13 million, you cannot just update the certificate; you must go back and get the provincial leadership to re-approve the whole policy.

The Content of the Certificate: What is Being Adjusted?

To understand what a vietnam investment lawyer is modifying, one must look at the mandatory contents of the IRC. According to Article 40 of the Law on Investment 2020, these documents include:

“1. Name of the investment project.
2. Investor.
3. Investment project code.
4. Location of implementation of the investment project, land area used.
5. Objectives and scale of the investment project.
6. Investment capital of the investment project (including capital contributed by the investor and mobilized capital).
7. Operational term of the investment project.
8. Progress of implementation of the investment project…”

Explanation: Every single one of these points is a legal commitment. If you change your CEO (the legal rep), or if you are six months late on building your warehouse, your document is technically “wrong,” and you need an adjustment to stay compliant.

We see this in Unilaw’s own history. In the case of a global testing and certification client, a foreign law firm in vietnam assisted them in their 7th and 8th amendments to their IRC. These adjustments were necessary because they changed their legal representative (from a Singaporean national to a Vietnamese national), moved their head office, and updated the names of their branch heads in different provinces. Without these formal provincial adjustments, the company would have faced issues with tax authorities and banks, as their operational reality would not match their “birth certificate.”

Detailed Procedures for Provincial Adjustments under Decree 31/2021

The legal service in vietnam provided by top firms relies heavily on the procedural roadmap set out in Decree 31/2021/ND-CP. For projects where the Provincial People’s Committee (PPC) has approved the investment policy, the adjustment procedure is rigorous.

Article 45 of Decree 31/2021/ND-CP (Procedures for adjusting investment projects subject to investment policy approval of the Provincial People’s Committee) states:

“1. The investor shall submit 04 sets of dossiers… to the Investment Registration Authority.
2. Adjustment procedure:
a) Within 03 working days from the date of receipt of a valid dossier, the Investment Registration Authority shall send the dossier to the competent state agency to obtain opinions on the adjustment contents;
b) Within 15 days from the date of receipt of the dossier, the consulted agencies shall have opinions on the contents of the adjustment…;
c) Within 25 days from the date of receipt of a valid dossier, the Investment Registration Authority shall prepare an appraisal report on the adjustment contents to submit to the Provincial People’s Committee;
d) Within 07 working days from the date of receipt of the dossier and appraisal report… the Provincial People’s Committee shall decide to approve the adjustment of the investment policy.”

Explanation: This is a month-long government relay race. Your lawyer submits the files, the DPI asks other departments (like environment or construction) what they think, and finally, the provincial governor signs off on the change.

Streamlined Adjustments for Projects in Industrial Zones

For projects located within specialized zones, Vietnam investment law offers a slightly faster route. This is vital for manufacturers who need to respond quickly to market demands.

Article 46 of Decree 31/2021/ND-CP (Procedures for adjusting investment projects subject to investment policy approval of the Management Board…) stipulates:

“1. The investor shall submit 04 sets of dossiers… to the Management Board of the industrial park, export-processing zone, high-tech zone, or economic zone;
…4. Within 25 days from the date of receipt of a valid dossier, the Management Board shall decide to approve the adjustment of the investment policy.”

Explanation: By working directly with the Management Board, the “middleman” (the PPC leadership) is removed for many operational changes, allowing the Board to approve and issue the adjusted certificate simultaneously.

The Special Investment Procedure: A 2025 Innovation

In early 2025, a new regulatory framework was introduced to further accelerate adjustments for high-tech and strategic projects. This “Special Investment Procedure” is a game-changer for those seeking legal service in vietnam in sectors like semiconductors or R&D.

Article 5 of Decree 19/2025/ND-CP (Adjustment of investment projects under special procedures) provides:

“1. The adjustment of the project’s operational objectives is carried out according to the corresponding provisions in Article 3 of this Decree. The adjustment dossier includes: a) A written request for adjustment of the investment project including the commitment to meet the conditions, standards, and technical regulations according to the provisions of law on construction, environmental protection, fire prevention and fighting; b) Explanation or provision of documents related to the adjustment of operational objectives; c) Report on the implementation status of the project up to the time of adjustment.”

Explanation: For “Special” projects, the focus shifts from “pre-approval” to “investor commitment.” You get your adjusted certificate faster, but you must strictly promise in writing that you will still follow all safety and environmental rules.

Adjusting Approvals through Project Transfers

Sometimes, an adjustment is necessary because the project is being sold. This is a common area of focus for an international law firm in vietnam. When a foreign investor buys an existing project, the provincial approval document must be updated to reflect the new owner.

Article 46 of the Law on Investment 2020 (Transfer of investment projects) requires:

“1. Investors have the right to transfer part or all of their investment projects to other investors when meeting the following conditions:
a) The investment project or part of the transferred project is not terminated…;
b) The foreign investor receiving the transferred project… must meet the market access conditions…;
c) Conditions in accordance with the provisions of land law in case the transfer… is associated with the transfer of land use rights…”

Explanation: You can’t just sell a project like a used car. You must prove the project is in good standing, the new buyer is allowed to be in that industry in Vietnam, and all land taxes are paid up. The province then “adjusts” the certificate to put the new owner’s name on it.

A cautionary tale regarding transfers can be found in the dispute over a **Cashew Oil Factory project in Binh Phuoc Province** (**Judgment No. 43/2023/KDTM-PT**). In this case, an individual, Mr. S, attempted to transfer a project from his company to another entity using improper seals (using the seal of the Vietnamese subsidiary instead of the Korean parent company). The Binh Phuoc PPC originally approved the adjustment but later revoked it (Decision 1802/QD-UBND) when the true owner complained of an unauthorized sale. The court eventually upheld the revocation, reminding all vietnam investment lawyers that every signature and seal in an adjustment dossier must be perfectly authentic, or the province has the right to take the approval back.

The Challenge of “De-FDI-ing”: Adjusting from Foreign to Domestic

As illustrated by the Unilaw client case for **Prieure Vietnam**, adjustment isn’t always about adding foreign capital. Sometimes it’s about removing it. When a foreign investor gifts their shares to a Vietnamese partner, the company changes status from a Foreign-Invested Enterprise (FDI) to a 100% domestic company.

This requires a specific adjustment: splitting the Investment Registration Certificate. Historically, for FDI companies, the IRC served as both the investment permit and the business license. When the company becomes domestic, it must adjust by “returning” the IRC and applying for a standard Enterprise Registration Certificate (ERC) from the DPI’s Business Registration Office.

Article 117 of Decree 31/2021/ND-CP (Adjustment of investment projects implemented before the effective date of the Law on Investment) addresses these legacy shifts:

“5. When adjusting an investment project… that results in a change in the contents of the Investment License, Investment Certificate… issued before the effective date of the Law on Investment, the investor shall carry out the procedure corresponding to the procedure for adjusting the Investment Registration Certificate… to be issued an Investment Registration Certificate. The Investment Registration Certificate shall specify the adjusted contents of the investment project and rewrite all the contents of the investment project that are not adjusted…”

Explanation: If you have an old license from 2010 and you want to change anything today, the province won’t just “fix” your old paper. They will take the old paper and give you a brand-new IRC that includes your changes plus all your old valid info.

Adjustment vs. Extension: Protecting the Term of Operation

Investors often forget that the “operational term” is a content of the approval document that can be adjusted. If your project is nearing its 50-year limit (or 70 years in special zones), you must apply for an adjustment to extend the term.

Article 44 of the Law on Investment 2020 (Operational term of investment projects) specifies:

“4. When the operational term of an investment project expires and the investor has a need to continue… they shall be considered for extension of the operational term… except for the following investment projects:
a) Investment projects using outdated technology, potentially causing environmental pollution, or being resource-intensive;
b) Investment projects where the investor must transfer assets without compensation to the State of Vietnam…”

Explanation: Extension is a privilege, not a right. The province will check if you are still “green” and technologically modern before they allow you to adjust the expiration date on your certificate.

We saw this in a 2019 Unilaw case for **Pan Asia Vietnam**, where the firm assisted the client in extending their project term by an additional 10 years. The vietnam investment lawyer had to provide a detailed report on project implementation and financial capacity to prove that the extension was consistent with local development goals.

Handling Mistakes: Correction and Rectification

Sometimes, an adjustment isn’t due to a business change but a clerical error. Vietnam investment law allows for a “rectification” (Hieu dinh) process which is faster than a standard adjustment.

Article 41 of Decree 31/2021/ND-CP (Procedures for re-issuance and rectification of information on the Investment Registration Certificate) provides:

“3. In case the information on the Investment Registration Certificate is not accurate compared to the information registered in the investment procedure dossier, the Investment Registration Authority shall rectify the information on the Investment Registration Certificate within 03 working days from the date of receipt of the request of the investor.”

Explanation: If the DPI typed your address wrong or misspelled your company name, you don’t need a full month of appraisals. They must fix the mistake in 3 days.

The Risks of Unauthorized Adjustments

Failing to adjust approval documents is a significant risk. Under Vietnam investment law, the provincial authority has the power to “suspend” projects that do not follow their approved documents.

Article 47 of the Law on Investment 2020 (Suspension of investment projects) states:

“2. The state management agency in charge of investment shall decide to suspend or partially suspend the operation of an investment project in the following cases:
…đ) The investor fails to correctly implement the contents of the investment policy approval or the Investment Registration Certificate and has been administratively sanctioned but continues to violate…”

Explanation: If you are caught doing something different from what is written on your paper, the province will fine you. If you still don’t go through the adjustment process after the fine, they can legally shut you down.

Why Partner with an International Law Firm in Vietnam?

Adjusting the investor approval document of a provincial authority is not merely about filling out a form (like Mẫu I.9 or Mẫu A.I.11.h). It is about strategic communication with the DPI and other provincial departments. An international law firm in vietnam like Unilaw provides a bridge between the rigid requirements of Vietnam investment law and the business goals of the foreign investor.

Our legal service in vietnam covers the entire adjustment lifecycle:

• Appraisal: Determining if your change requires a Policy Adjustment or just an IRC update.
• Dossier Preparation: Ensuring that “Feasibility Studies” (FS) and “Economic-Technical Explanations” are robust enough to survive provincial scrutiny.
• Negotiation: Working with provincial specialist agencies to resolve “requests for supplements” that often delay projects for months.
• Compliance: Updating tax registrations and customs records (especially for Export Processing Enterprises) immediately after the IRC is adjusted.

In the Phu Quoc case mentioned earlier, the lack of foresight regarding the stability of port management rights led to a multi-year legal battle. By engaging a vietnam investment lawyer early in the process, investors can include protective clauses in their contracts that account for the possibility of provincial approval adjustments, thereby mitigating the risk of “fundamental changes in circumstances”.

Whether you are increasing capital like **a global logistics client**, adding new retail functions like **Anest Iwata**, or relocating your entire operation from a rural province to Hanoi like the **Relocation Memo** suggests, the provincial adjustment process is your most critical regulatory hurdle. Precision, authenticity, and a deep understanding of the local DPI’s expectations are the keys to a successful adjustment in Vietnam’s evolving investment climate.