Procedure for Changing an Investment Project Location Not Subject to Investment Policy Approval Adjustment

1. Legal Basis

• Law on Investment No. 61/2020/QH14 dated June 17, 2020;

• Decree No. 31/2021/NĐ-CP dated March 26, 2021;

• Decree No. 239/2025/NĐ-CP dated [Date], 2025, amending and supplementing;

• Circular No. 03/2021/TT-BKHĐT dated April 09, 2021, stipulating standard forms for investment activities in Vietnam, outward investment from Vietnam, and investment promotion;

• Circular No. 25/2023/TT-BKHĐT dated December 31, 2023, amending and supplementing several articles of Circular No. 03/2021/TT-BKHĐT;

• Law No. 03/2022/QH15 dated January 11, 2022, amending and supplementing several articles of the Law on Public Investment, Law on Public-Private Partnership Investment, Law on Investment, Law on Housing, Law on Bidding, Law on Electricity, Law on Enterprises, Law on Special Consumption Tax, and Law on Enforcement of Civil Judgments;

• Law No. 57/2024/QH15 dated November 29, 2024, amending and supplementing several articles of the Law on Planning, Law on Investment, Law on Public-Private Partnership Investment, and Law on Bidding;

• Law No. 90/2025/QH15 dated June 25, 2025, amending and supplementing several articles of the Law on Bidding, Law on Public-Private Partnership Investment, Law on Customs, Law on Value-Added Tax, Law on Export and Import Duties, Law on Investment, Law on Public Investment, and Law on Management and Use of Public Property.

2. What is an Investment Project?

According to Clause 4, Article 3 of the 2020 Law on Investment, an investment project is a collection of proposals for mid-term or long-term capital expenditure to carry out investment and business activities in a specific geographical area over a determined period.

3. Cases Where Investment Projects Are Not Subject to Investment Policy Approval

Pursuant to Articles 30, 31, and 32 of the 2020 Law on Investment, an investment project is not subject to investment policy approval if it does not fall into one of the following cases:

• Projects with significant environmental impact or potential for serious environmental impact, including:

  • Projects requiring conversion of special-use forests, protection forests at the source, or border protection forests from 50 hectares or more;

  • Projects requiring conversion of wind-shielding, sand-shielding, or wave-shielding/coastal protection forests from 500 hectares or more;

  • Projects requiring conversion of production forests from 1,000 hectares or more.

• Projects requiring conversion of land for two-crop wet rice cultivation from 500 hectares or more;

• Projects requiring the resettlement of 20,000 or more people in mountainous areas, or 50,000 or more people in other areas;

• Projects requiring special mechanisms or policies that need a decision from the National Assembly;

• Projects, regardless of capital source, falling into one of the following cases:

  • Projects involving betting or casino businesses (excluding prize-winning electronic games for foreigners);

  • Projects consistent with the law on cultural heritage, regardless of land area or population, located within Protection Area I of a relic recognized by a competent authority as a special national relic on the World Heritage List;

  • Nuclear power plants.

• Projects by foreign investors in the fields of telecommunications services with network infrastructure, afforestation, publishing, or press;

• Other investment projects subject to investment policy approval or investment decision by the Prime Minister in accordance with the law.

• Projects requesting the State to allocate or lease land without auction, bidding, or transfer; projects requesting permission to change land use purposes, except for cases of land allocation, lease, or change of use purpose by households or individuals not requiring written approval from the provincial-level People's Committee under land laws;

• Projects for the construction of housing (for sale, lease, or lease-purchase) or new urban areas, regardless of land scale or population;

• Projects consistent with the law on cultural heritage, regardless of land area or population, located within Protection Areas I and II of a relic recognized as a national or special national relic, except for Protection Area I of special national relics on the World Heritage List; projects, regardless of land area or population, located in restricted development areas or historic inner cities (as defined in urban planning) of special-class urban areas;

• Projects for the construction and operation of golf courses;

• Projects by foreign investors or foreign-invested economic organizations implemented on islands, in border communes/wards/townships, coastal communes/wards/townships, or other areas affecting national defense and security;

• Projects for the construction and business of infrastructure in industrial parks, export processing zones, or centralized IT parks;

• New construction projects: seaports or port areas belonging to a special-class seaport or Type I seaport;

• Projects requiring the resettlement of 10,000 or more people in mountainous areas, or 20,000 or more people in other areas;

• New construction projects: airports, airfields; runways of airports/airfields; passenger terminals of international airports; cargo terminals of airports/airfields with a capacity of 1 million tons/year or more;

• New investment projects in the business of air passenger transport;

• Oil and gas processing projects.

4. Required Documents for Changing the Location of an Investment Project

(For projects that have an IRC and are not subject to investment policy approval adjustment)

To change the project location, the enterprise must prepare a Dossier for Adjustment of the Investment Project. Pursuant to Articles 44 and 47 of Decree 31/2021/NĐ-CP; Clause 13 and 16, Article 1 of Decree 239/2025/NĐ-CP; Circular 03/2021/TT-BKHĐT; and Circular 25/2023/TT-BKHĐT, the required documents include:

• A written request for adjustment of the investment project (Form A.I.11.h issued with Circular No. 25/2023/TT-BKHĐT);

• A report on the project's implementation status up to the time of adjustment (Form A.I.12 issued with Circular No. 03/2021/TT-BKHĐT);

• The investor's decision on the adjustment of the investment project (for investors that are organizations);

• Legal documents for the new project location (e.g., Lease contract; Certificate of Land Use Rights, Ownership of Houses and Other Land-Attached Assets, etc.);

• A copy of the Investment Registration Certificate;

• A copy of the Enterprise Registration Certificate (if any);

• Other related documents (if any).

5. Procedure for Changing the Project Location

(For projects that have an IRC and are not subject to investment policy approval adjustment)

• Step 1: Submission The investor submits one (01) set of documents (the Dossier for Adjustment) to the competent Investment Registration Agency.

• Step 2: Competent Authority The authority responsible for processing the adjustment is as follows:

  A. The Department of Planning and Investment of the province where the project is moved to, for the following projects:

  • Projects implemented in two or more provincial-level administrative units;

  • Projects implemented both inside and outside industrial parks, export processing zones, high-tech parks, and economic zones;

  • Projects in industrial parks, export processing zones, high-tech parks, or economic zones where a Management Board has not been established or which are not under the management of such a Board.

  B. The Management Board of the industrial park, export processing zone, high-tech park, or economic zone where the project is moved to, for the following projects:

  • Projects for construction and business of infrastructure in industrial parks, export processing zones, centralized IT parks, high-tech parks, and functional areas within economic zones;

  • Investment projects implemented entirely within an industrial park, export processing zone, high-tech park, or economic zone.

• Step 3: Processing Time The processing time is 10 working days from the date of receiving a complete and valid dossier. The Investment Registration Agency will issue an adjusted Investment Registration Certificate.

6. Conclusion

Changing an investment project's location is an important legal procedure that reflects an investor's flexibility in their operations. Adhering to the regulations on documentation, procedures, and competent authorities not only helps businesses avoid administrative risks but also contributes to ensuring the transparency and stability of the investment environment. A firm grasp of the process and complete preparation of the dossier will help investors save time and costs, facilitating the project's implementation at the new location.

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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