ADJUSTING INVESTMENT PROJECTS UNDER NEW LAWS – OPPORTUNITIES OR CHALLENGES?

In the context that Vietnam is entering a key stage of administrative reform and deep economic integration, the legal framework on investment has undergone a strong transformation with the introduction of Investment Law No. 143/2025/QH15 (hereinafter referred to as “Investment Law 2025”). 

Expected to replace the old regulations in the Investment Law 2020 from March 1, 2026, this new law plays a key role in attracting high-quality FDI capital flows and building a transparent business environment. 

Investment Law 2025: Strong shift from “pre-check” to “post-check” 

The focus of this change is the realization of a new management thinking: a strong shift from “pre-check” to “post-check”. By minimizing administrative barriers and promoting businesses’ self-compliance responsibility, the Investment Law 2025 aims to optimize project operating processes. 

In particular, adjusting investment projects is a decisive procedure for investors’ flexibility in the face of market fluctuations – the area most deeply affected. So, with the above breakthrough reforms, will project adjustments really become easier and more convenient in practice?

The importance and benefits of adjusting investment projects 

Before delving into the new reforms, it is necessary to determine that project adjustment is not simply an additional administrative procedure, but a prerequisite legal obligation when there is any change compared to the decision to approve the policy or the original Investment Registration Certificate. Proactively updating actual fluctuations in legal documents brings the following three core groups of benefits:

The first benefit: Establishing a solid legal basis for economic and financial transactions. All derivative transactions related to the project such as accessing bank loans, mortgaging assets attached to land, or M&A deals (transfer, capital contribution) are based on the consistency of investment records. If actual project information deviates from the law, the business will face refusal of disbursement, undervaluation of assets or even failure of transfer transactions due to failure to meet the partner’s legal appraisal requirements.

The second benefit: Eliminate legal risks and strict administrative sanctions. Implementing a project at the wrong target, scale or behind schedule compared to the original commitment without making adjustments is a violation of investment laws and will be subject to sanctions from public authorities.

The third benefit: Timely, transparent and complete project adjustments will help businesses pass periodic or unexpected inspections and tests smoothly, minimizing legal disputes with public authorities.

Notable changes simplify tuning conditions

To realize the above benefits as quickly and effectively as possible, the Investment Law 2025 has introduced new regulations to simplify adjustment conditions. Some notable changes are as follows:

First, Clause 1, Article 33 of the Investment Law 2025 officially recognizes the right to consolidate, merge, and convert the type of economic organization of investors during the implementation of investment projects.

Previously, consolidation, merger, and conversion of economic organizations associated with investment projects were allowed in practical application, mainly through the provisions of Decree No. 31/2021/ND-CP guiding the Investment Law 2020. In fact, many investors and project implementation organizations still encounter many “confusions” when approaching. Because the regulations only exist in the form of procedural guidelines in sub-law documents, with the nature of guiding administrative procedures, the universality and value of identifying powers are not really clear, making it difficult for investors to fully grasp their powers during the restructuring process.

By officially legalizing these contents, the Investment Law 2025 has completely overcome the “legal gap”, transforming regulations from a level of administrative procedure guidance into core identifying rights of investors. Placing the right to consolidate, merge, and convert economic organizations alongside other important powers such as project transfer, division, separation of projects or use of land use rights to contribute capital has created a synchronous and transparent legal corridor.

Second, Clause 2, Article 33 of the Investment Law 2025 stipulates that investors must only carry out procedures to adjust the Investment Registration Certificate when the adjustment changes the “main content” of the investment project recorded in the Certificate.

The Investment Law 2025 has changed management thinking by narrowing the scope of mandatory adjustment by introducing the criteria “main content” of the project. Although this term has not been specifically defined in the Law, it can be expected that the “main content” will be detailed in detailed regulations and implementation instructions.

During the transition period, when there is no specific guidance on the scope of “main content”, investors need to approach this regulation with caution. Accordingly, for adjusted contents that may affect the nature of the project such as investment objectives, scale, location, total investment capital, implementation progress, project duration or market access conditions for foreign investors, investors should still carry out procedures to adjust the Investment Registration Certificate to ensure legal safety.

On the contrary, for changes that are technical, have detailed information or do not change the nature and objectives of the project, investors can consider not implementing adjustment procedures, and proactively discuss and seek written opinions from the investment registration agency in case of necessity. This approach helps investors increase their autonomy, save time and costs.

Third, the new Law has reduced the cases in which procedures for adjusting investment policy approval must be carried out. According to the Investment Law 2025, two cases of reduction include: “Changing the total investment capital of 20% or more that changes the scale of the investment project” and “Changing technology that has been evaluated and consulted during the investment policy approval process.”

This change significantly reduces cumbersome administrative procedures and increases flexibility for investors when adjusting projects according to market fluctuations, new technology or actual capital needs without having to go through complicated processes.

Strategic solutions for businesses before new regulations

Thus, it can be seen that the Investment Law 2025 has now moved from pre-audit to post-audit, increasing autonomy for investors and reducing administrative barriers. However, although the procedures are somewhat more open, businesses face a higher responsibility for self-compliance. To take advantage of this “ease”, businesses need to proactively deploy the following solutions:

Carry out periodic internal inspections: Enterprises should do this every 6 months to compare actual implementation with the Investment Registration Certificate and investment policy approval document. Early detection of small changes helps self-adjustment without complicated procedures, avoiding administrative fines.

Standardize documents early: Ensure initial or adjusted documents are accurate, complete, logical and transparent. Develop a strict internal checklist to minimize risks during the post-audit phase.

Enhance legal awareness: Project managers need to understand the core changes of the Investment Law 2025 related to the issue of adjusting investment projects to ensure more optimal project implementation.

Paxlaw – Accompanying the safe and effective legal roadmap

To take full advantage of the Investment Law 2025, businesses need a clear and proactive legal roadmap. At Paxlaw, we not only support the implementation of procedures but also create comprehensive solutions for businesses to quickly and safely adapt to new regulations.

Paxlaw will comprehensively evaluate the current project, determine exactly when and what needs to be adjusted (capital, technology, goals, land area, progress…) to optimize economic benefits. With extensive experience, Paxlaw prepares and processes complex documents on behalf of businesses, ensuring accuracy according to post-audit standards of the new law. In addition, Paxlaw will support businesses in building internal records systems, ready to meet all inspection requirements from state agencies.

The Investment Law 2025 really opens up great opportunities to make adjusting investment projects more convenient than ever. Readers, please contact Paxlaw through the official methods below:

Website: https://paxlaw.vn/.  

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