Conditions for merging investment projects according to the latest regulation

Conditions for merging investment projects is a key factor to help businesses optimize resources, expand scale and improve land use efficiency. Fully meeting the conditions prescribed by law, such as compliance with regulations on land use, business investment conditions and not changing the investor’s conditions in the decision to approve the investment policy, will ensure the legality and sustainability of the merger process, while creating a solid foundation for the long-term development of the project.

Conditions for merging investment projects according to current regulations

Merging investment projects is the legal right of investors recognized under the provisions of Point b, Clause 1, Article 50 of Decree 31/2021/ND-CP. Accordingly, investors have the right to adjust investment projects by merging one or several investment projects of that investor into another investment project of that investor.

However, to merge investment projects, investors need to meet the mandatory conditions specified in Clause 2, Article 50 of Decree 31/2021/ND-CP, specifically:

1. Investors must meet land use conditions according to the provisions of land law, business investment conditions (if any) and other conditions prescribed by law, including:

• Projects participating in the merger must fully meet the land conditions. The land must be used for the right purpose and legally according to legal documents, and must not use land contrary to the law;
• For conditional business investment sectors, investors must fully meet the conditions according to specialized legal regulations;
• Depending on the specific investment field, there may be other specific conditions that investors must meet.

2. The investor’s conditions (if any) must not be changed in the Investment Policy Approval Decision or Investment Registration Certificate before merging the investment project:

This means that the conditions approved by the competent state agency for the investor in the previous Investment Policy Approval Decision or Investment Registration Certificate must remain the same. The merger must not change these conditions to ensure consistency and stability during project implementation.

Thus, to carry out the merger of investment projects, investors must fully meet the conditions specified in Clause 2, Article 50 of Decree 31/2021/ND-CP on guidelines for the Law on Investment.

Is it necessary to adjust the investment project when implementing a merger?

When merging investment projects, project adjustments are mandatory according to the law. Specifically, Article 50 of Decree 31/2021/ND-CP clearly defines project merger as a form of investment project adjustment, so investors must carry out project adjustment procedures according to regulations.

The explanation for this is that when one or more projects are merged into the merged project, the contents of the merged project will change. These changes may include investment capital scale, project scale, implementation location, implementation progress, project objectives, project content, and other contents.

Therefore, according to Clause 3, Article 50 of Decree 31/2021/ND-CP, after considering the conditions for merging investment projects, the competent authority will carry out procedures to adjust the investment project according to the corresponding provisions in Article 44, Article 45, Article 46 of this Decree depending on the authority to approve the investment policy.

Adjusting investment projects when merging projects ensures the following factors:

• Update new information of the post-merger project in the Investment Policy Approval Decision or Investment Registration Certificate;
• Ensuring the legality and effectiveness of the project after the merger;
• Create a legal basis for investors to carry out procedures related to land, construction, environment and other procedures after the merger.

In short, when merging investment projects, adjusting the investment project is mandatory and cannot be ignored. Investors need to proactively carry out this procedure to ensure the legality of the project after the merger.

Procedures for merging investment projects

To carry out the merger of investment projects, you need to follow a strict process. Below, we would like to provide information on documents and procedures for merging investment projects. Please follow!

File

According to Clause 3, Article 50 of Decree 31/2021/ND-CP, the application file for merger of investment projects includes the following documents:

• Document requesting adjustment of investment project: This document must clearly state the contents of the request for adjustment, reasons for adjustment, information about the merged project and the merged project;
• Report on the implementation of investment projects up to the time of merger of investment projects: The report needs to provide detailed information on the implementation status of projects participating in the merger, implementation progress, and achieved results;
• Investor’s decision on merging investment projects or other documents with equivalent legal value: For institutional investors, this decision must be signed and sealed by the legal representative. For individual investors, there must be a document expressing the will to merge the project;
• Documents on the investor’s legal status: For institutional investors, it is necessary to provide a business registration certificate or equivalent document. For individual investors, it is necessary to provide documents such as citizen identification card or passport;
• Copy of Investment Registration Certificate or Investment Policy Approval Decision (if any): These documents prove the legality of the projects participating in the merger;
• Copy of Investor Approval Decision (if any): This document proves the investor’s status with respect to the project;
• Explanation or provision of documents related to the adjustment of the contents specified in Points b, c, d, đ, e, g and h, Clause 1, Article 33 of the Law on Investment 2020, guided in Article 8 of Decree 19/2025/ND-CP (if any): These contents include information about the project investor, project objectives, project scale, investment capital, project implementation period, project implementation progress, applied technology and other contents.

Thus, you need to fully prepare the above documents so that the process of applying for adjustment of investment projects to carry out the merger can take place as quickly and smoothly as possible.

Procedure

Procedures for merging investment projects are carried out according to the provisions of Clause 3 and Clause 4, Article 50 of Decree 31/2021/ND-CP, along with the provisions of Articles 44, 45, 46 of Decree 31/2021/ND-CP. Specific procedures are as follows:

Step 1: Negotiate, draft and sign the investment project merger contract.

When merging investment projects, drawing up a merger contract (or investment project transfer contract, depending on the specific nature) is mandatory to establish the rights and obligations between the parties.

Assets, obligations, licenses, land, financial rights, labor, technology… can all be involved, so a clear contract is needed to:

• Record the transfer of ownership/exploitation rights;
• Division of risks and obligations;
• As a basis for submitting documents to state agencies to make adjustments to investment projects after the merger (Department of Planning and Investment, Department of Natural Resources and Environment…).

Step 2: Prepare and submit investment project adjustment documents in case of project merger:

The investment project owner prepares complete documents as prescribed in Point a, Clause 3, Article 50 of Decree 31/2021/ND-CP.

For projects that have had investment policies approved, investors must submit documents to the corresponding competent authority.

• If the authority belongs to the Ministry of Planning and Investment, investors need to submit 08 sets of documents.
• In case the authority belongs to the Provincial Investment Registration Authority, the investor needs to submit 04 sets of documents.
• Competent authorities will consider conditions for merging investment projects and carry out procedures for adjusting investment projects according to the provisions of Articles 44, 45 and 46 of Decree 31/2021/ND-CP.

For projects that have been granted an Investment Registration Certificate and are not subject to investment policy approval, or have been approved for investment policy but are not subject to the cases specified in Clause 3, Article 41 of the Law on Investment, the procedures are simpler:

• Investors only need to submit 01 set of documents to the Investment Registration Authority.
• This agency will review project merger conditions and carry out adjustment procedures according to Article 47 of Decree 31/2021/ND-CP. As a result, the adjusted Investment Registration Certificate will be issued and sent to the investor.

Step 3: The competent authority evaluates the application for adjusting the investment project after the merger

In case of adjusting an investment project under the authority of the Ministry of Planning and Investment according to the provisions of Article 44, Decree No. 31/2021/ND-CP:

Within 03 working days from the date of receiving the valid dossier, the Ministry of Planning and Investment sends the dossier to the competent state agency for comments on the contents of investment project adjustments.

• Within 15 days from the date of receipt of valid documents, the consulted agencies shall have opinions on the content of adjusting the project within the scope of state management of that agency;
• Within 35 days from the date of receiving valid documents, the Ministry of Planning and Investment prepares an appraisal report on the adjusted investment project contents to submit to the Prime Minister;
• Within 05 working days from the date of receiving the appraisal report from the Ministry of Planning and Investment, the Prime Minister decides to approve the investment policy adjustment. The decision to approve the investment policy adjustment is sent to the Ministry of Planning and Investment, the Investment and Investor Registration Authority, ministries and agencies related to the implementation of the investment project, and the investor approval agency (if any).

In case of adjusting an investment project under the authority of the Provincial People’s Committee according to the provisions of Article 45, Decree No. 31/2021/ND-CP:

Within 03 working days from the date of receiving the valid dossier, the Investment Registration Authority sends the dossier to the competent state agency to get opinions on the contents of the investment project adjustment.

• Within 15 days from the date of receipt of valid documents, the consulted agencies shall have opinions on the content of adjusting the project within the scope of state management of that agency;
• Within 25 days from the date of receiving valid documents, the Investment Registration Authority prepares an appraisal report on the adjusted contents of the investment project to submit to the Provincial People’s Committee;
• Within 07 working days from the date of receiving the documents and appraisal report from the Investment Registration Authority, the Provincial People’s Committee decides to approve the investment policy adjustment. The decision to approve the investment policy adjustment is sent to the Investment and Investor Registration Authority, the Investor Approval Authority in case of investor approval as prescribed in Clause 3, Article 29, of the Law on Investment 2020, Departments and agencies related to the implementation of investment projects.

Step 4: Carry out notification procedures with the land management agency (If any)

After obtaining the Decision approving the investment policy adjustment or the adjusted Investment Registration Certificate, the investor needs to adjust the land lease contract (if any). This procedure is carried out at the Department of Natural Resources and Environment where the investment project is located. Investors need to prepare documents to adjust land lease contracts according to the provisions of land law. Adjusting the project after the merger also includes updating information in the business registration system, tax and other specialized management agencies.

And after completing the above procedures corresponding to each specific case, the decision approving the investment policy adjustment after being issued will be sent to the investor, investment registration agency and relevant agencies for implementation.

Consulting services on conditions and procedures for merging latest investment projects at Long Phan Consulting Company

Long Phan Consulting Company provides professional consulting services on conditions and procedures for merging investment projects according to the latest regulations. Our consulting services include:

• Consulting on evaluating conditions for merging investment projects according to current regulations;
• Drafting, supporting negotiation and conclusion of investment project merger contracts;
• Support in preparing documents and drafting applications to merge investment projects fully and accurately according to legal requirements;
• Authorized representative to carry out procedures related to the merger of investment projects at competent state agencies;
• Consulting on handling issues arising during the merger of investment projects. In case of any problems or difficulties, we will propose solutions in accordance with the law;
• Consulting on implementing related procedures after merging investment projects.

With extensive experience and expertise, Long Phan Consulting Company is committed to providing high quality consulting services, meeting the needs of customers in merging investment projects according to the latest regulations.

Some frequently asked questions about conditions for merging investment projects

Although this problem is not new, it still brings many difficulties for investors when wishing to merge projects. Below, we would like to provide some common questions about this issue:

Does merging investment projects affect previous investment incentives?

Mergers may affect investment incentives depending on the specific terms and conditions of each project and legal regulations. Investors need to carefully evaluate these impacts before conducting a merger.

How long does it take to process investment project merger documents?

Processing time depends on the approval authority of the relevant state agency. According to Decree 31/2021/ND-CP, this time ranges from 5 to 35 working days.

Are foreign investors allowed to merge investment projects in Vietnam?

Yes, foreign investors have the right to merge investment projects in Vietnam, but need to comply with legal regulations on foreign investment and conditions for merging investment projects.

What types of costs are involved in merging investment projects?

Costs may include legal consulting costs, project appraisal costs, administrative costs and other costs incurred in the process of preparing documents and implementing merger procedures.

After merging the project, does the investor need to carry out registration procedures to change the business registration certificate?

Yes, if the merger changes the information in the business registration certificate, the investor needs to carry out the change registration procedure according to the provisions of law on enterprises.

Above are some common questions that you may be interested in. We provide comprehensive support services from A to Z during the project merger process. To better understand service packages such as implementation content and service costs, please contact us immediately for detailed advice.

Conclude

Thus, merging investment projects is the legal right of investors but must comply with prescribed conditions and procedures. To merge investment projects effectively and legally, customers need to carefully prepare documents and comply with procedures. If you have any questions related to the merger process, please contact the hotline immediately 0906735386 to receive detailed advice and in-depth support from a team of investment experts.