Changing the project site often arises from practical reasons such as business expansion, adjustment of development strategies, or requests from competent authorities. However, modifying the project site is not merely an administrative procedure but also involves various legal issues. With years of expertise in corporate and investment law, VPL provides project site change services that are legally compliant, efficient, cost-effective, and time-saving.
General provisions
Pursuant to Clause 4, Article 40 of the Law on Investment 2020, the project implementation site is one of the mandatory details stated in the Investment Registration Certificate.
Pursuant to Clause 2, Article 41 of the Law on Investment 2020, investors shall carry out procedures for adjustment of the Investment Registration Certificate in case the adjustment of the investment project leads to changes in the contents of such certificate.
Accordingly, when changing the project implementation site, investors must adjust the Investment Registration Certificate to comply with the investment law.
Benefits of using VPL’s services
In-depth consultation
VPL’s legal experts will thoroughly analyze and advise on all legal aspects, ensuring compliance tailored to the specific characteristics of each project.
Minimizing legal risks
VPL’s lawyers will carefully review all documents to ensure legal compliance from the outset, helping to avoid unnecessary legal risks and errors.
End-to-End support
VPL handles all legal procedures and communications with authorities, saving investors time and resources by eliminating the need to research regulations or prepare documents.
Comprehensive legal partnership
Beyond completing procedures, VPL continues to accompany businesses, advising on any legal issues that may arise after adjustments and throughout their operations.
Scope of services
Location search assistance: Leveraging its extensive network of reliable partners and years of experience in business and investment, VPL assists in identifying project locations that meet legal requirements while ensuring advantages in terms of location, cost, and other factors.
Legal due diligence and advisory: VPL conducts a thorough review of all legal documents related to the proposed relocation site, including Land Use Right Certificates, fire prevention and fighting records, construction and environmental permits (if required), Enterprise Registration Certificates, and the lessor’s Investment Registration Certificate (if leasing land, offices, or factories). VPL then provides detailed advice on compliance gaps, solutions, and applicable legal requirements concerning the project location.
Negotiation support: VPL assists clients in negotiating matters related to land, office, or factory leases, including the terms of lease agreements, or the terms of land use right transfer agreements (if the enterprise is acquiring land use rights), ensuring optimal protection of the client’s interests.
Document preparation and authorized representation: VPL prepares all necessary documents, guides clients in compiling legal records, submits applications, and represents clients in working with and responding to the Department of Finance or the Management Boards of industrial zones, export processing zones, or economic zones regarding adjustments to the Investment Registration Certificate and Enterprise Registration Certificate (if the enterprise relocates its head office).
Inspection support: If competent authorities establish an inspection team to conduct on-site checks at the project location, VPL supports investors in receiving the inspection team and preparing all necessary documents.
Tax authority liaison: VPL assists investors in working with the relevant tax authorities (both at the old and new locations) in cases where a change of the registered head office address results in a change of tax authority.
Seal making and notification to the tax authority: If the company changes its project implementation site along with its registered head office address, VPL supports making a new seal according to the updated address (if the seal information changes) and notifies the tax authority (if required).
Result delivery: Upon receiving the original Investment Registration Certificate and Enterprise Registration Certificate, VPL will hand them over to the client.
Post-completion legal support: Even after completing the procedures, VPL continues to provide legal advisory services on issues arising during business operations at the new location.
Frequently asked questions
Pursuant to Clause 2 Article 47 and Clause 1 Article 44 of Decree No. 31/2021/ND-CP, the application dossier for adjustment of the project implementation site includes:
- Written request for adjustment of the investment project
- Report on the status of investment project implementation up to the adjustment time
- Investor’s decision on adjustment of the investment project
- Explanatory statement and relevant documents regarding the adjustment of the project implementation site, such as:
+ A photocopy of the lease agreement at the intended relocation site with the seal affixed on the first page, certified copies of the Land Use Right Certificate, Business Registration Certificate, Investment Registration Certificate, and the lessor’s fire prevention and fighting records (in case of leasing land).
+ A certified copy of the Land Use Right Certificate (in case the enterprise itself is the land user).
– A photocopy of the latest annual financial statement with the seal affixed on the first page (for foreign-invested enterprises, the financial statement must be audited).
– A certified copy of the latest Enterprise Registration Certificate.
– A certified copy of the latest Investment Registration Certificate.
Currently, in most provinces and cities, enterprises must submit the application online via the National Public Service Portal and/or the National Foreign Investment Information System (fdi.gov.vn). However, enterprises are still required to submit the original dossier to the investment registration authority. Depending on each locality, this submission may be required before or after the issuance of the result.
In case the project implementation site is also the company’s head office, the enterprise must adjust the head office address in the Enterprise Registration Certificate. If the project site changes without changing the head office address, no adjustment of the Enterprise Registration Certificate is required.
Enterprises can carry out the adjustment of the project implementation site in the Investment Registration Certificate at the Department of Finance or the Management Board of Industrial Parks, Export Processing Zones/Industrial Zones/Economic Zones, while simultaneously adjusting the head office address in the Enterprise Registration Certificate at the Business Registration Office, Department of Finance.
Case 1: Adjusting the head office address results in a change of the tax authority
Step 1: Submit the tax finalization dossier and adjust tax registration information (company address change) to the current tax authority.
Step 2: After receiving the Notice of taxpayer relocation under Form No. 09 issued with Circular No. 86/2024/TT-BTC, the company shall submit the adjustment dossier for the Enterprise Registration Certificate within 10 days.
Step 3: The company submits the address change notification to the tax authority of the new location within 10 days from the date of receiving Form No. 09 from the previous tax authority.
Step 4: Adjust the project implementation site in the Investment Registration Certificate.
Case 2: Adjusting the head office address does not change the tax authority
Step 1: Adjust the head office address in the Enterprise Registration Certificate.
Step 2: Adjust the project implementation site in the Investment Registration Certificate.
Note: Enterprises can simultaneously adjust both the Enterprise Registration Certificate and the Investment Registration Certificate.
Only when the head office address changes, resulting in a change of the direct tax authority, must the enterprise complete tax finalization procedures with the current tax authority.
Changing the project implementation site may affect investment incentives if the new location no longer meets the conditions for the incentives (e.g., not in a preferential area, not within an industrial park, etc.).
During the site inspection, authorities will check the legal status of the land, office, and factory, compliance with planning, current land use, and project feasibility. They will also review related documents to assess the legality and practicality of the site adjustment. Key documents include: Land Use Rights Certificate, Enterprise Registration Certificate, Investment Registration Certificate, fire safety dossiers, construction and environmental records of the lessor, etc.
Get more support
If you are in need of a reputable legal consultancy unit, effective and dedicated companion in every legal issue, do not hesitate to contact VPL today!
