Distinguishing notification, registration of changes, amendment of the Investment Registration Certificate and amendment of the in-principle investment approval.
About this article
The biggest change of 2026. From 23 July 2026, Decree No. 296/2026/ND-CP caps consecutive business suspension at 24 months in total. Before, an enterprise could suspend its business repeatedly with no overall limit. Enterprises that use suspension as a holding pattern will now have to choose between resuming business and dissolving.
Information updated to September 2026. This article provides general information and does not replace legal advice for a specific case. Establishing which layer of procedure a particular change falls within depends on the contents recorded on the investment registration certificate of each project.
1. One change can trigger procedures at several layers
A change that looks simple for a foreign-invested enterprise often involves several procedures before several authorities, in a fixed order. Doing the steps in the wrong order not only adds time but can get the application refused, because the authority handling a later step needs the result of the earlier one.
A useful approach is to sort changes into four procedural layers, from simplest to most complex, and then identify which layers a given change touches.
2. Change procedures fall into four layers
| Layer | Procedure | Authority |
|---|---|---|
| 1 | Notification of a change in the contents of the enterprise registration | Business Registration Office of the provincial Department of Finance |
| 2 | Registration of a change in the contents of the enterprise registration | Business Registration Office of the provincial Department of Finance |
| 3 | Amendment of the Investment Registration Certificate | The investment registration authority: the provincial Department of Finance, or the industrial park, export processing zone, hi-tech park or economic zone management board |
| 4 | Amendment of the in-principle investment approval | The provincial People's Committee, the Prime Minister or the National Assembly, depending on the project |
2.1. Layer 1: notification only
This group comprises changes to business lines, to tax registration information, to information on founding shareholders where the shares registered for subscription have not been paid for or have not been paid for in full, to information on shareholders who are foreign investors in an unlisted joint stock company, to information on beneficial owners, to information on authorised representatives, and the leasing of a private enterprise.
2.2. Layer 2: registration of the change is required
This group comprises changes to the name of the enterprise, to charter capital and the ratios of capital contribution, to the address of the head office, to the legal representative, to the members of a limited liability company, to general partners, to the owner of the company, and the conversion of the corporate form.
Both layers have a 10-day deadline from the date of the change. The business registration authority decides within 3 working days of receiving a valid application.
An enterprise may combine a registration and a notification in one application, but must choose the registration procedure when filing.
2.3. Layer 3: amendment of the Investment Registration Certificate
This procedure arises on a change to any of the contents recorded on the Investment Registration Certificate, comprising the name of the project, the location where the project is implemented, the area of land used, the objectives and scale of the project, the total investment capital of the project, the operating term, the implementation schedule, investment incentives and the conditions applicable to the investor.
The authority decides within 10 working days of receiving a complete and valid application. If the application needs amending, it notifies the investor within 5 working days.
2.4. Certain cases that have been simplified
Decree No. 96/2026/ND-CP removes the need for an amendment approval in three cases that matter in practice:
- A change in location information resulting from the rearrangement of administrative units, that is, where the address changes on paper but no relocation occurs in fact. This provision is of appreciable significance following the rearrangement of administrative units in 2025.
- An adjustment to the area of land at a location already approved.
- An extension of the schedule because of delay in handing over land that is not the fault of the investor.
3. Adding a business line may require amending the project objectives
For a foreign-invested enterprise that already holds an Investment Registration Certificate, adding a business line to the business registration is the last step, not the first. The correct sequence has five steps:
- Check which group the new business line falls within under Appendix I to Decree No. 96/2026/ND-CP.
- Section A comprises 23 business lines closed to market access for foreign investors. If the new business line falls within this section, the enterprise cannot add it and must stop at this step.
- Section B comprises 62 business lines with conditional market access, including two business lines newly added by comparison with the former rules, namely foreign contractors in the construction sector and management of e-commerce platforms. For this group, the investor must satisfy conditions as to the ownership ratio, the form of investment, the scope of activity, the capacity of the investor and the Vietnamese partner.
- Business lines outside the two lists above are subject to the same conditions as apply to domestic investors.
- Amend the project objectives in the Investment Registration Certificate if the new line changes them. If the new line only supports the registered objectives, an amendment is usually not needed, but confirm this with the investment registration authority first.
- Amend the investment policy approval if the project requires one and the change of objectives triggers an amendment.
- Obtain the specialised licence if the new line is on the list of 142 conditional business lines that applies from 1 July 2026. The list has been cut from 198 to 142 lines, removing 56.
- Notify the new business line to the Business Registration Office within 10 days.
The most common mistake is doing this in reverse: the enterprise adds the line to its business registration first, then finds that the line has restricted market access or requires an amendment to the investment registration certificate.
4. Capital increases and reductions follow different procedures
4.1. Increasing capital
A multiple member limited liability company increases its capital by increasing the capital contributions of its members or by admitting capital contributions from new members. A single member limited liability company increases its capital through a further contribution by the owner, or by mobilising capital contributions from others, but the second option entails an obligation to convert the corporate form within 10 days from the date on which the change is completed. A joint stock company increases its capital by offering shares to existing shareholders, by a public offering or by a private placement.
4.2. Reducing capital
Reducing capital is much harder than increasing it. A company may refund part of the capital to members or shareholders in proportion to their holdings only if it has operated continuously for at least 2 years since registration and can still pay all its debts and other obligations after the refund.
Charter capital is also reduced in two other cases: when the company buys back capital contributions or shares in accordance with the rules, and when members or shareholders do not pay their capital in full and on time.
For a foreign-invested enterprise, reducing charter capital usually reduces the project's total investment capital, so the enterprise must amend its Investment Registration Certificate. Refunded capital must be sent abroad through the investment capital account under Circular No. 38/2026/TT-NHNN.
5. Transferring or suspending an investment project has its own conditions
5.1. Transfer of an investment project
A project may be transferred if: it is not being terminated; the foreign investor taking it over meets the market access conditions; the parties meet the conditions of land, housing and real estate business law; and the conditions in the investment policy approval and the Investment Registration Certificate are met.
There are two routes. A project that required investment policy approval goes through the project amendment procedure. Other projects follow civil, enterprise and real estate business law, plus the procedure for registering the change of investor.
5.2. Suspension of operation of an investment project
Suspending a project is different from suspending the enterprise's business. Note especially that if a project has been suspended for 12 months or more and the investment registration authority cannot contact the investor or its lawful representative, the State may terminate the project.
The investment registration authority may also terminate a project if the investor is more than 24 months behind its committed schedule without an extension, or if the investor loses the project site and does not apply to amend the location within 6 months.
6. Business suspension is capped at 24 months from 23 July 2026
This is the biggest change and should be reviewed early.
| Item | Rules currently in force |
|---|---|
| Duration of each notified suspension | No more than 12 months |
| Total period of consecutive suspension | No more than 24 months |
| Time of notification | At least 03 working days before the date of suspension |
| Dossier | A suspension notice with the legal representative's contact details, plus the owner's, Members' Council's or Board's resolution or decision and meeting minutes |
| Obligations during the suspension period | The enterprise must still register any change to its registration details |
The 24-month cap also applies to suspensions that began before 23 July 2026. An enterprise that suspended its business before 23 July 2026 may continue if its total suspension has not yet exceeded 24 months, but the total may not go beyond 24 months. An enterprise already suspended for more than 24 months may not suspend again after its current period ends.
Failing to confirm resumption may lead to revocation of the certificate. An enterprise that does not confirm the resumption of operations after a period of suspension may have its Enterprise Registration Certificate revoked, which entails compulsory dissolution. Many foreign invested enterprises use business suspension as a way of preserving the legal entity during a period when the project is not yet being implemented, but then fail to carry out the procedure for confirming the resumption of operations.
The competent authority may also order an enterprise to suspend business within 3 working days if it carries on conditional business lines without meeting the conditions.
7. Enterprises that complete procedures late may be fined
The applicable rules are Decree No. 122/2021/ND-CP as amended by Decree No. 288/2026/ND-CP. Decree No. 288/2026 is an amending decree, not a stand-alone sanctions decree, so cite the original decree together with the amendment.
The fines below apply to organisations. Individuals are fined half the amount for the same conduct.
| Conduct | Sanction |
|---|---|
| Registering a change 1 to 10 days late | Warning |
| 11 to 30 days late | VND 10 million to VND 20 million |
| 31 to 90 days late | VND 30 million to VND 40 million |
| 91 or more days late | VND 50 million to VND 60 million |
| Failure to register a change | VND 30 million to VND 70 million |
| Failure to disclose or to provide information on beneficial owners | VND 70 million to VND 100 million |
| Untruthful or inaccurate registration details, including beneficial owner information | VND 30 million to VND 70 million |
| Reporting incompletely or after the time limit | VND 20 million to VND 30 million |
| Failure to comply with a suspension requirement issued by a state authority | VND 40 million to VND 50 million |
| Reporting false information or failing to provide information | VND 50 million to VND 70 million |
| Incomplete register of members, register of shareholders or beneficial owner records; not notifying a business suspension | VND 40 million to VND 70 million |
Remedial measures include an order to register the change, an order to provide the missing information, and an order to change the enterprise name for name-related breaches.
The highest fine in this group is for beneficial owner breaches, a sign that the authorities are prioritising this area now that the declaration obligation is in force.
8. The correct order where one change touches several layers
As a general rule, work from the higher layer down, because an application at a lower layer usually relies on the result at the higher layer.
- Amend the in-principle investment approval, if the project falls within that category.
- Amend the Investment Registration Certificate.
- Apply for the relevant specialised licence, if the new business line falls within the conditional list.
- Register or notify the change in the contents of the enterprise registration within 10 days.
- Update the information on beneficial owners if the ownership structure changes.
- Notify the bank and adjust the investment capital account if the capital or the ownership structure changes.
- Update the information held by the tax authority and the social insurance authority.
A notable exception: if a new business line does not change the project objectives, the enterprise only needs step d).