Adjustment of Investment Project Objectives in Vietnam

The adjustment of investment project objectives in Vietnam is an issue that frequently arises when an investor wishes to add business lines, change business direction, expand operations or adjust project contents already recorded on the investment registration certificate (IRC). From March 1, 2026, the Law on Investment 2025 and Decree No. 96/2026/ND-CP detailing and guiding the implementation of a number of articles of the Law on Investment have significantly changed the project adjustment mechanism, including the simplification of certain cases in which the investment policy approval must be amended. Therefore, an FDI enterprise must correctly identify the applicable case, the competent authority and the dossier before carrying out the procedure, including the amendment of the investment registration certificate where required. In the article below, Viet An Law Firm will help clients better understand this topic.

What is adjustment of investment project objectives in Vietnam?

Under Article 33 of the Law on Investment 2025, during the implementation of a project, an investor has the right to adjust the project objectives, transfer part or all of the project, merge, split or divide the project, and carry out other adjustments in accordance with the law.

An investor must carry out the procedure to amend the investment registration certificate if the adjustment changes the main contents of the project recorded on the IRC.

In simple terms, adjusting project objectives means that the investor changes or supplements the results and activities that the project is permitted to carry out compared with the contents already approved or recorded by the competent authority.

For example:

• A project initially manufacturing only electronic components, but the investor wishes to add the manufacture of electronic equipment;
• A project currently trading in goods but wishing to add service provision activities;
• The investor wishes to remove a project objective that is no longer appropriate;
• An FDI project wishing to add an objective falling within conditional business lines.

When is it mandatory to adjust investment project objectives in Vietnam?

An investor must carry out the procedure for adjusting investment project objectives when the actual objectives expected to be implemented are no longer consistent with the objectives recorded in the investment dossier, especially where the change gives rise to contents that require the investment registration certificate (IRC) to be amended.

Some common cases include:

• Adding a new investment objective not yet recorded for the project;
• Changing or removing a registered investment objective;
• A new objective that changes the main contents of the project recorded on the IRC;
• Adding activities falling within conditional business lines or lines subject to market access conditions applicable to foreign investors;
• A changed objective that falls within cases where the investment policy approval must be amended under the Law on Investment 2025.

In particular, an FDI enterprise should not rely solely on “adding business lines on the ERC” to determine whether the project must be adjusted. It is necessary to cross-check the objectives on the IRC, the business lines, the market access conditions and the investment policy at the same time. Decree 96/2026/ND-CP now sets out separate provisions on the procedure for amending the IRC for projects not subject to investment policy approval.

Distinguishing project objective adjustment from amendment of investment policy approval in Vietnam

Conditions for adjusting investment project objectives in Vietnam

The new objective does not fall within business lines banned from investment and business

• An investor may not add an objective falling within a business line that the law prohibits from investment and business.
• For foreign investors, it is also necessary to check the regulations on market access applicable to foreign investors.

Satisfying market access conditions

If the new objective falls within business lines subject to market access conditions applicable to foreign investors, it is necessary to determine:

• Whether foreign investors are permitted to access the market;
• Whether there is any limit on the capital ownership ratio;
• Whether there is any requirement on the form of investment;
• Whether there is any requirement on a Vietnamese partner;
• Whether any other conditions apply to foreign investors.

This is one of the contents that must be reviewed before submitting the adjustment dossier.

Satisfying specialized conditions

A new project objective may entail requirements to satisfy conditions under specialized laws. For example: real estate business, tourism, logistics, financial services, etc.

Therefore, being permitted to adjust the objectives on the IRC does not mean that the enterprise is automatically entitled to immediately carry out all corresponding business activities.

The enterprise must also satisfy the licences, business conditions or specialized conditions where required by law.

2026 dossier for adjustment of investment project objectives in Vietnam

For a project that has been granted an IRC and is not subject to approval of an amendment to the investment policy, the dossier must be prepared in accordance with Decree 96/2026/ND-CP and the current forms.

Documents commonly required include:

• A written request for adjustment of the investment project;
• A report on the project implementation status up to the time of adjustment;
• Documents explaining the adjusted contents;
• The investor’s decision on the project adjustment;
• An investment project proposal where required by law;
• Documents evidencing the capacity and conditions for implementing the new objective, if any;
• Legal documents of the investor;
• A copy of the current IRC;
• A power of attorney for the person carrying out the procedure, if any;
• Other specialized documents depending on the objective to be added.

Notably, Circular 55/2026/TT-BTC has issued a new system of forms. Form I.1.8 is the written request for adjustment of an investment project – general adjustment case, which is used for many adjustment cases under Decree 96/2026/ND-CP.

Procedures for adjusting project objectives in Vietnam not subject to investment policy approval amendment

For a project that has been granted an IRC where the objective adjustment does not fall within cases requiring the investment policy approval to be amended, the investor carries out the project adjustment procedure under Article 56 of Decree 96/2026/ND-CP.

Step 1: Review the current project objectives

The investor needs to cross-check:

• The objectives currently recorded on the IRC;
• The objectives expected to be added or changed;
• The corresponding business lines;
• Market access conditions;
• Specialized business conditions;
• Planning and the project implementation location;
• The need to change other contents of the project.

Step 2: Prepare the dossier

Use the current forms and prepare documents evidencing satisfaction of the conditions applicable to the new objective, if necessary.

Step 3: Submit the dossier

The dossier is submitted to the competent investment registration authority.

The receiving authority depends on the location and type of project, in particular whether the project is located inside or outside an industrial park, export processing zone, hi-tech park, concentrated digital technology zone or economic zone. Decree 96/2026/ND-CP has adjusted the way in which the receiving authority is determined, in which the Department of Finance and the management boards of the zones play an important role.

Step 4: The investment registration authority reviews the dossier

The competent authority examines the adjusted contents and the relevant conditions.

Step 5: Receive the result

If the dossier is valid and the project satisfies the conditions, the competent authority amends the IRC in accordance with regulations.

Procedures for project objective adjustment in Vietnam subject to amendment of investment policy approval

If the changed objective falls within cases where the investment policy approval must be amended, the process will be more complicated.

Step 1: Determine the competent authority

It is necessary to determine whether the project falls under the authority of:

• The National Assembly;
• The Prime Minister;
• The Chairperson of the provincial People’s Committee;
• The management board of the industrial park, export processing zone, hi-tech park or economic zone in cases where authority has been decentralized.

Step 2: Prepare the dossier for amending the investment policy approval

The dossier is prepared under the corresponding provisions of Decree 96/2026/ND-CP and the forms in Circular 55/2026/TT-BTC.

Step 3: Appraise or review the adjusted contents

The competent authority reviews the new objective and the related contents.

Step 4: Issue the decision or approval of the adjustment

If the conditions are satisfied, the competent authority issues a document approving the amendment of the investment policy.

Step 5: Amendment of the investment registration certificate

After obtaining the decision or approval on amending the investment policy, the investor carries out the IRC amendment if the project has an IRC. Decree 96/2026/ND-CP clearly provides that the decision approving the investment policy amendment serves as the basis for continuing the procedure to amend the investor approval decision or the IRC, if any.

Competent authorities for adjusting investment project objectives in Vietnam

Under Decree 96/2026/ND-CP, the dossier-receiving authority depends on the authority competent to approve the investment policy and on the project implementation location.

For projects under the authority of the Chairperson of the provincial People’s Committee, the Department of Finance receives dossiers for projects located outside industrial parks, export processing zones, hi-tech parks, concentrated digital technology zones and economic zones; in certain cases where the project is located inside these zones, the management board is the receiving authority.

This is a change that must be updated compared with older articles, which used the name Department of Planning and Investment. From the 2026 investment law structure, the correct name of the current competent authority must be used.

Key changes from the previous regulations to Decree No. 96/2026/ND-CP in Vietnam

The Law on Investment 2025 takes effect from March 1, 2026 and Decree 96/2026/ND-CP further concretizes the new mechanism. Therefore, when handling dossiers in 2026, priority should be given to cross-checking the new regulations rather than mechanically applying the dossiers, time limits and handling authorities stated in previous articles.

Frequently asked questions

If an FDI enterprise wants to add a new business line, is it mandatory to adjust the project objectives on the IRC?

Not every case is the same. It is necessary to determine whether the new objective changes the main contents of the project on the IRC and whether it falls within cases requiring the adjustment procedure under the Law on Investment 2025.

Does a change of investment project objectives require the investment policy approval to be amended?

Not in all cases. If the changed objective falls within contents or objectives subject to investment policy approval already recorded in the approval document, the investor must carry out the procedure to amend the investment policy approval. In other cases, it may be sufficient to carry out the project or IRC adjustment procedure in accordance with regulations.

Should the procedure for adjusting investment project objectives be carried out before adding business lines on the ERC, or the other way round?

There is no fixed order for all cases. First, it is necessary to analyse the project objectives, the IRC, the ERC and the business line conditions in order to determine which procedure is the main one and which arises afterwards. Particularly for FDI projects, the market access conditions and the possibility that the investment policy approval must be amended should be checked before submitting the dossier.

Which form is used for the 2026 dossier for adjusting investment project objectives?

For general adjustment cases, Form I.1.8 – written request for adjustment of an investment project under Circular 55/2026/TT-BTC is one of the forms used. However, depending on the nature of the transaction and the adjustment case, the investor may have to use another specialized form.

Should you use a service for adjusting investment project objectives?

Yes. Using legal services helps enterprises limit errors and save time, especially for FDI projects with complex new objectives or those involving conditional business lines.

• Clients may contact Viet An Law Firm for support with:
• Reviewing the conditions and the feasibility of adjusting the project objectives;
• Determining the correct procedure for amending the IRC or amending the investment policy approval;
• Drafting and finalizing the dossier;
• Representing the enterprise in submitting, monitoring and handling the dossier with the competent authority;
• Advising on related procedures after the objectives are adjusted.

Clients who wish to receive more detailed advice on the above contents, please contact Viet An Law Firm for the best support!