Procedure for Investment Project Adjustment

The procedure for investment project adjustment upon transferring part or the entire project is mandatory to record changes in investors. Strict compliance ensures the legal validity of the transfer transaction. Long Phan Consulting Company analyzes the current applicable regulations below.

Conditions for Adjustment

Before initiating the procedure for investment project adjustment, parties must satisfy specific conditions under investment laws. Pursuant to Clause 1, Article 48 of Decree 31/2021/NĐ-CP, investors may transfer projects if they meet criteria in Clause 1, Article 46 of the Law on Investment 2020:

• Operational Status: The transferred project or part thereof must not be terminated under Clauses 1 and 2, Article 48 of the Law on Investment 2020.

• Foreign Investors: Recipients must meet market access conditions under Clause 2, Article 24 of the Law on Investment 2020.

• Land Use Rights: Compliance with land laws is required if the transfer involves attached land use rights and assets.

• Housing and Real Estate: Compliance with housing and real estate business laws is mandatory for housing or real estate projects.

• Approval Documents: Adherence to conditions in the Investment Policy Approval, Investment Registration Certificate, or other relevant laws.

• State-Owned Enterprises: Transfers by SOEs must also follow laws on the management and use of state capital in production and business.

Required Dossier Components

A precise dossier determines the progress of the procedure for investment project adjustment. Clients should review all documents to avoid repeated amendments.

According to Clause 5, Article 48 of Decree 31/2021/NĐ-CP, the dossier includes:

• Written request for project adjustment.

• Report on project implementation status up to the time of transfer.

• Transfer contract or principle contract.

• Copies of legal status documents for both transferor and transferee.

• Copies of the Investment Registration Certificate, Investment Policy Approval, and Investor Approval Decision (if any).

• Copy of the BCC Contract (for BCC projects).

• Financial proof of the transferee: Financial statements for the last 02 years, equity audit report, financial support commitment from the parent company or financial institution, or financial capacity explanation.

Implementation Procedure

The sequence depends on the project type and the extent of changes. The following outlines the procedure for investment project adjustment under the jurisdiction of the Provincial People’s Committee, specifically for projects with Investment Policy Approval and Investor Approval where the investor changes before operation.

Pursuant to Clause 6, Article 48 and Clause 2, Article 45 of Decree 31/2021/NĐ-CP (amended by Decree 239/2025/NĐ-CP):

Step 1: Appraisal Consultation Within 02 working days of receiving a valid dossier, the Investment Registration Agency sends it to competent authorities for opinions. Consulted bodies include specialized departments and the Commune People’s Committee where the project is located (Clause 4, Article 33, Decree 31/2021/NĐ-CP, amended by Decree 239/2025/NĐ-CP).

Step 2: Feedback Collection Consulted agencies must respond regarding matters within their management scope within 07 working days of receipt.

Step 3: Appraisal Reporting Within 14 days of receiving the valid dossier, the Investment Registration Agency compiles an appraisal report on the adjustment contents and submits it to the Provincial People’s Committee.

Step 4: Approval Decision Within 03 working days of receiving the report, the Provincial People’s Committee issues the Decision on Approval of Investment Policy Adjustment. This document is sent to the Investment Registration Agency, investors, and relevant departments.

Rights and Obligations

Transferring a project involves shifting legal responsibilities. Clients must understand their scope to prevent disputes.

According to Clause 2, Article 48 of Decree 31/2021/NĐ-CP, the transferee inherits all rights and obligations regarding the project implementation (progress, scale, capital) as stated in the approval documents. Transferees must review these commitments before signing contracts.

Regarding finance, if the transfer generates income, the transferor must fulfill tax obligations to the State.

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Consulting Services

Given the complexity of the procedure for investment project adjustment, professional assistance is optimal. Long Phan Consulting Company provides comprehensive support services.

Our solutions include:

• In-depth Consultation: Analyzing transfer conditions specific to project types; assessing the capacity of participating parties.

• Strategic Planning: Developing feasible transfer plans to optimize benefits and safety.

• Dossier Preparation: Drafting the Request for Adjustment, Project Implementation Report, and Transfer Contracts to minimize legal risks.

• Representation: Submitting dossiers and working directly with the Investment Registration Agency and relevant departments.

• Monitoring and Explanation: Tracking appraisal progress and promptly clarifying issues with authorities.

• Result Delivery: Handing over the Adjusted Investment Registration Certificate or Approval Decision promptly.

Frequently Asked Questions

Does the transferee inherit the old investor’s commitments?

Yes. The transferee inherits all rights and obligations regarding project implementation (progress, scale, capital) as recorded in the approval documents (Clause 2, Article 48, Decree 31/2021/NĐ-CP).

What documents prove the transferee’s financial capacity?

Documents include financial statements for the last 02 years, equity audit reports, financial support commitments, guarantees, or capacity explanations (Clause 5, Article 48, Decree 31/2021/NĐ-CP).

What is the deadline for the appraisal report?

The Investment Registration Agency has 14 days from the receipt of a valid dossier to compile and submit the appraisal report to the Provincial People’s Committee (Clause 2, Article 45, Decree 31/2021/NĐ-CP).

Does the transferor have tax obligations?

Yes. If the project transfer generates income, the transferor must fulfill financial obligations (tax) to the State (Clause 2, Article 48, Decree 31/2021/NĐ-CP).

Can a terminated project be transferred?

No. A prerequisite for transfer is that the project or part thereof is not terminated (Clause 1, Article 48, Decree 31/2021/NĐ-CP referencing Clause 1, Article 46, Law on Investment 2020).

Conclusion

Correctly executing the procedure for investment project adjustment validates the new investor’s ownership. Precision in every step protects legal rights. For expert assistance, contact Long Phan Consulting Company via hotline 1900636389.