Procedure to Adjust Project as Collateral

The procedure to adjust project as collateral requires strict compliance with specialized regulations when transferring investment projects. This mechanism allows the secured party or new investors to inherit legal rights and obligations from the original owner. The following article by Long Phan Consulting Company analyzes the specific process and execution steps.

Authority for Project Adjustment Implementation

According to Article 49, Clause 1, Decree 31/2021/ND-CP, the authority to execute procedure to adjust project as collateral belongs to the secured party. This entity includes credit institutions or other organizations and individuals holding the investment project as security.

The transferee inherits all rights and obligations regarding project implementation from the former investor. These conditions adhere to the transfer contract and relevant laws. Consequently, the legal status on the Investment Registration Certificate or Decision on Approval of Investment Policy changes to the name of the asset purchaser.

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Required Dossier Preparation

The dossier determines the approval outcome from the investment registration agency. The document list must meet standards regarding form and content pursuant to Article 49, Clause 3, Decree 31/2021/ND-CP.

The secured party or the transferee must compile the following documents:

• Written request for adjusting investment projects.

• Project transfer contract between the secured party and the transferee.

• Loan contract, credit extension contract, or debt purchase contract (if applicable).

• Contract or document confirming the security transaction.

• Auction winning confirmation if the secured party or civil judgment enforcement agency auctioned the asset.

• Copies of documents regarding the legal status of the transferor and transferee.

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

• Financial capacity documentation of the transferee: Financial statements (last two years), equity audit report, parent company financial support commitment, financial institution commitment, or financial capacity explanation.

• Confirmation from the secured party regarding the legal status of the collateral.

Sequence for Adjusting Investment Projects

The procedure depends on the legal nature and implementation stage of the project. Long Phan Consulting Company outlines the sequence for projects under the jurisdiction of the Provincial People’s Committee.

Based on Article 45, Clause 2, Decree 31/2021/ND-CP (amended by Article 1, Clause 14, Point b, Decree 239/2025/ND-CP, effective September 3, 2025), the process proceeds as follows:

1. Dossier Transfer: Within 02 days of receiving a valid dossier, the Investment Registration Agency forwards documents to competent state agencies (Departments, Commune-level People’s Committees) to collect opinions on adjustment contents.

2. Opinion Collection: Within 07 days of receipt, consulted agencies must provide opinions on contents under their state management scope.

3. Appraisal Report Formulation: Within 14 days of receiving a valid dossier, the Investment Registration Agency drafts an appraisal report on the adjusting investment projects contents for submission to the Provincial People’s Committee.

4. Approval Decision: Within 03 days of receiving the dossier and appraisal report, the Provincial People’s Committee decides on approving the investment policy adjustment.

Note: For projects already in operation, Article 49, Clause 5, Decree 31/2021/ND-CP states that investment policy adjustment procedures are not required upon transfer. The investor only adjusts the project corresponding to the current status.

Processing Time Regulations

Under Article 45, Clause 2, Decree 31/2021/ND-CP (amended by Decree 239/2025/ND-CP), the processing time for projects requiring Provincial People’s Committee approval is 26 days from the submission of a valid dossier.

Determining a “valid dossier” is critical for timeline management. Documents such as credit contracts and security transaction confirmations require proper notarization or certification. Formal errors may trigger explanations to tax or investment authorities, disrupting the adjusting investment projects schedule.

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Professional Consulting Services

Executing adjustments for collateral assets involves complex issues regarding debt and project status. Professional consultation identifies risks and optimizes procedures. Long Phan Consulting Company provides comprehensive solutions to protect investor interests.

Scope of Services:

• Legal Due Diligence: Comprehensive review of investment and credit dossiers to identify risks.

• Asset Analysis: Detailed assessment of collateral status and actual transferability.

• Transaction Structuring: Advice on compliance with the Law on Investment and Law on Credit Institutions.

• Technical Solutions: Proof of financial capacity and technology explanation (if applicable).

• Contract Drafting: Preparation of the Project Transfer Contract.

• Document Preparation: Construction of explanatory documents and standard forms.

• Dossier Standardization: Ensuring data synchronization and accuracy.

• Agency Representation: Direct submission and liaison with competent authorities.

• Monitoring: Tracking appraisal progress and status updates.

• Issue Resolution: Active explanation and handling of legal situations during processing.

Common Legal Inquiries

Entities authorized to perform the adjustment procedure

The right belongs to the secured party (credit institution, other organizations/individuals) or the project transferee pursuant to Article 49, Clause 1, Decree 31/2021/ND-CP.

Requirement for policy adjustment on operational projects

No. Operational projects do not require investment policy adjustment procedures upon transfer. The investor adjusts the project based on the current status per Article 49, Clause 5, Decree 31/2021/ND-CP.

Duration for provincial-level adjustment resolution

The processing time is 26 days from the receipt of a valid dossier, covering transfer, opinion collection, appraisal, and approval (Article 45, Clause 2, Decree 31/2021/ND-CP, amended by Decree 239/2025/ND-CP).

Mandatory documents for asset origin verification

The dossier must include the Project Transfer Contract, Credit Contract (or debt purchase contract), and the Security Transaction Confirmation.

Timeframe for agency opinions during appraisal

Agencies must provide opinions on contents within their management scope within 07 days of receiving the dossier from the Investment Registration Agency.

Conclusion

Adjusting investment projects transferred as collateral demands deep knowledge of Investment Law and secured transaction regulations. Long Phan Consulting Company commits to assisting clients in resolving barriers and ensuring legal compliance. For technical support, contact Hotline 1900636389.