Investment Project Adjustment Procedures

Investment project adjustment during division, separation, consolidation, merger, or conversion of economic organizations serves as a mandatory legal step to establish new investor rights. This procedure ensures operational continuity and compliance with current regulations. Long Phan Consulting Company analyzes the legal basis, dossier components, and execution sequence below.

Forms of Investment Project Adjustment

Investment project adjustment associated with corporate reorganization involves complex legal operations. Pursuant to Clause 1, Article 51, Decree 31/2021/NĐ-CP, adjustments arising from reorganization include:

• Project Division: An economic organization divides into multiple new entities, terminating the original organization. The initial project splits into independent projects or transfers entirely to a new legal entity.

• Project Separation: The original organization remains in existence. A portion of project assets, rights, and obligations transfers to a newly established organization. The adjustment records the new investor for the separated project portion.

• Project Consolidation: Two or more organizations combine into a new entity, terminating the former organizations. Projects transfer to a single new subject.

• Project Merger: One or more organizations merge into another existing organization. The project of the merged party transfers to the acquiring party.

• Economic Organization Conversion: Investors change legal forms (e.g., Limited Liability Company to Joint Stock Company). The project goal remains unchanged, but the Investment Registration Certificate requires investment project adjustment to update investor details.

Identifying the correct form allows for a feasible explanation plan. Each form dictates specific requirements for handling assets, labor, and tax obligations.

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Procedure for adjusting an investment project in cases of division, separation, consolidation, merger, or conversion of the type of economic organization

The procedure demands strict adherence to timelines and documentation. Decree 31/2021/NĐ-CP categorizes processes based on the project’s legal status. The following guide details the steps for projects under the jurisdiction of the Provincial People’s Committee.

Dossier Components

State agencies evaluate legality based on the dossier. Pursuant to Clause 2, Article 51, Decree 31/2021/NĐ-CP, investors must prepare:

• Written request for investment project adjustment.

• Copies of legal status documents for the reorganized economic organization.

• Resolution or decision on reorganization from the original investor, specifying the handling of assets, rights, and obligations.

• Copies of the Investment Registration Certificate, Decision on Investment Policy Approval, or Decision on Investor Approval.

• Explanatory documents regarding contents stipulated in Points b, c, d, dd, e, g, and h, Clause 1, Article 31, Decree 31/2021/NĐ-CP (amended by Clause 8, Article 1, Decree 239/2025/NĐ-CP).

Quantity: Investors submit 01 physical set accompanied by a digital copy to the Investment Registration Agency (amended by Point b, Clause 19, Article 1, Decree 239/2025/NĐ-CP).

The procedure follows Clause 3, Article 51, Decree 31/2021/NĐ-CP.

• • Step 1: Submission and Appraisal Request. Within 02 days of receiving a valid dossier, the Investment Registration Agency forwards files to competent state agencies to request opinions on adjustment contents.

  • Step 2: Appraisal Opinions. Agencies provide opinions on contents within their state management scope within 07 days of receipt.

  • Step 3: Report Drafting. The Investment Registration Agency drafts an appraisal report for the Provincial People’s Committee within 14 days of receiving a valid dossier.

  • Step 4: Approval Decision. The Provincial People’s Committee issues the Decision on Investment Policy Adjustment within 03 days of receiving the report. This decision goes to the Investment Registration Agency, the investor, and relevant departments.

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Consulting Services for Project Adjustment

Restructuring enterprises carries legal risks regarding tax, labor, and land. Errors can cause project stagnation. Long Phan Consulting Company provides comprehensive solutions to control risks and ensure lawful transfer.

Scope of Services:

• Analyze restructuring schemes (division, separation, merger, consolidation) suitable for project operations.

• Audit legal status and propose solutions for impediments.

• Advise on post-transfer procedures for land, construction, environment, and labor.

• Draft legal dossiers: Reorganization decisions, meeting minutes, and investment project adjustment requests.

• Prepare Project Implementation Reports and Financial Capacity Explanations.

• Establish Transfer Contracts ensuring legal compliance.

• Represent clients at competent state agencies.

• Monitor appraisal progress and handle explanations.

• Retrieve and handover the adjusted Investment Registration Certificate.

Long Phan Consulting Company commits to optimal results, minimizing time and costs for clients.

Common Queries

Technical clarifications regarding the investment project adjustment process follow below.

Available Adjustment Forms

Forms include Project Division, Project Separation, Project Consolidation, Project Merger, and Conversion of Economic Organization type (Clause 1, Article 51, Decree 31/2021/NĐ-CP).

Dossier Submission Quantity

Investors submit 01 physical dossier set plus a digital version to the Investment Registration Agency or Ministry of Finance (Clause 3, Article 51, Decree 31/2021/NĐ-CP, amended by Decree 239/2025/NĐ-CP).

Approval Timeframe

The Provincial People’s Committee decides on the approval within 03 days of receiving the dossier and appraisal report (Step 4, Clause 2, Article 45, Decree 31/2021/NĐ-CP).

Primary Dossier Documents

Essential documents include the adjustment request, new entity legal documents, reorganization resolution (covering assets/obligations), and the Investment Registration Certificate copy (Clause 2, Article 51, Decree 31/2021/NĐ-CP).

Report Drafting Deadline

The Investment Registration Agency must draft the appraisal report within 14 days of receiving a valid dossier (Step 3, Clause 2, Article 45, Decree 31/2021/NĐ-CP).

Conclusion

Strict adherence to investment project adjustment regulations secures enterprise rights following restructuring. Accurate preparation prevents delays. Contact Long Phan Consulting Company via Hotline 1900636389 for immediate, expert support.