CHANGING THE REGISTERED HEAD OFFICE OR INVESTMENT PROJECT LOCATION OF A FOREIGN-INVESTED ENTERPRISE IN VIETNAM: WHEN ARE ERC AND IRC AMENDMENTS REQUIRED?

During the course of business operations in Vietnam, a foreign-invested enterprise (FIE) may need to change its registered head office, relocate its manufacturing facilities, establish additional business locations, or change the location where an investment project is implemented.

Such changes may arise from business expansion, corporate restructuring, the relocation of leased premises, or adjustments to the enterprise’s operational arrangements.

From a legal perspective, however, changing a company’s registered head office and changing the location of an investment project are not necessarily the same matter.

An Enterprise Registration Certificate (ERC) records the enterprise’s registration particulars, while an Investment Registration Certificate (IRC) records information concerning an investment project in cases where an IRC is required under Vietnamese investment law.

Accordingly, a change of registered head office does not automatically require an amendment to the IRC. Conversely, relocating an investment project may trigger investment-related procedures even where the enterprise’s registered head office remains unchanged.

The essential question is not simply where the enterprise intends to relocate, but which legally recognised location is changing, where that location is recorded, and what corresponding obligations arise under the applicable legal framework.

1. Distinguishing the Registered Head Office, Investment Project Location, and Business Location

Under Article 42 of Law on Enterprises No. 59/2020/QH14, as amended and supplemented, an enterprise’s registered head office must be located within the territory of Vietnam, serves as its contact address, and is identified by reference to the applicable administrative boundaries.

The registered head office address is one of the particulars recorded on the Enterprise Registration Certificate.

By contrast, the investment project location refers to the place where an investor implements an investment project.

Under Article 37 of Decree No. 96/2026/ND-CP, the location of an investment project and the land area used for its implementation are among the particulars recorded on the Investment Registration Certificate.

In addition to these locations, an enterprise may establish branches, representative offices, or business locations in accordance with the Law on Enterprises.

These concepts serve different legal purposes.

For example, a foreign-invested enterprise may maintain its registered head office in an office building in Ho Chi Minh City while operating a manufacturing project in an industrial park in Dong Nai Province.

Alternatively, an enterprise may use the same address for both its registered head office and the location of its investment project.

The fact that these addresses coincide does not eliminate the legal distinction between enterprise registration and investment project registration.

Therefore, before relocating, an enterprise should establish whether the proposed change affects only its registered head office, only its investment project location, or both.

Identifying the nature and scope of the relocation is the starting point for determining the appropriate legal procedures.

2. What Procedures Apply When Only the Registered Head Office Changes?

A change of registered head office is primarily governed by enterprise registration law.

Under Article 30 of the Law on Enterprises, an enterprise is generally required to register changes to the particulars recorded on its ERC within 10 days from the date on which the change occurs.

Article 40 of Decree No. 168/2025/ND-CP governs the documents, procedures, and registration requirements applicable to changes of registered head office.

The enterprise must submit its application to the competent provincial-level Business Registration Authority in the locality where its new registered head office will be situated.

For limited liability companies and joint-stock companies, the registration dossier includes an application for registration of the relevant change, together with the corporate resolution or decision issued by the competent authority according to the enterprise’s legal form.

In particular, for a single-member limited liability company, the relevant resolution or decision is issued by the company owner. For a multi-member limited liability company, the decision falls within the authority of the Members’ Council. For a joint-stock company, the dossier includes the resolution or decision of the General Meeting of Shareholders, as prescribed under Article 40 of Decree No. 168/2025/ND-CP.

Where a foreign-invested enterprise is owned by a foreign corporate entity, the company should also verify the authority of the individual acting on behalf of that owner in approving the relocation, together with the legal acceptability of the supporting documents for use in Vietnam.

The applicable registration form is Form No. 12 – Application for Registration of Changes to Enterprise Registration Certificate Particulars / Notification of Changes to Enterprise Registration Particulars, under the forms prescribed and amended by Circular No. 121/2026/TT-BTC.

Under Article 40 of Decree No. 168/2025/ND-CP, the provincial-level Business Registration Authority must examine the validity of the dossier within three working days from receipt and issue an updated ERC where the statutory requirements are satisfied.

Where the dossier is invalid, the authority must notify the enterprise in writing of the matters requiring amendment or supplementation.

This statutory processing period should not be interpreted as a guarantee that every application will be approved within three working days, regardless of whether the submitted documents satisfy the applicable requirements.

Importantly, Article 40.4 of Decree No. 168/2025/ND-CP provides that a change of registered head office does not alter the rights and obligations of the enterprise.

Accordingly, relocation of the registered head office does not, in itself, terminate contracts, debts, or other legal obligations previously established by the enterprise.

3. Additional Considerations When Relocating to Another Province or Locality

An important issue when changing a registered head office is whether the relocation results in a change of the tax authority responsible for administering the enterprise.

Under Article 40.1 of Decree No. 168/2025/ND-CP, where a change of registered head office results in a change of the enterprise’s managing tax authority, the enterprise must complete the relevant tax procedures associated with the relocation before registering the new head office address with the provincial-level Business Registration Authority.

This requirement is particularly relevant where an enterprise relocates between provinces or centrally governed cities, or to another jurisdiction resulting in a change of its managing tax authority.

However, a change of ward, administrative designation, or address should not automatically be treated as requiring a tax authority transfer procedure.

The enterprise should establish which tax authority currently administers its tax affairs, which authority will be responsible following the relocation, and whether any preliminary tax procedures must be completed.

In preparing for the relocation, the enterprise should also examine its tax filing position, invoices, outstanding tax obligations, and relevant registration information.

Determining the appropriate sequence of tax procedures and enterprise registration procedures may help prevent delays caused by outstanding obligations or incomplete administrative steps.

The enterprise should also consider whether the proposed premises may lawfully be used as its registered head office.

Relevant matters may include the legal basis for occupying the premises, contractual rights under the lease, the type of building, and restrictions associated with the permitted use of the property.

The existence of a lease agreement should not, by itself, be regarded as conclusive evidence that the proposed premises satisfy all legal requirements for use as a registered head office.

4. When Does a Change of Location Require an Amendment to the Investment Registration Certificate?

For enterprises implementing investment projects for which an IRC has been issued, a relocation of the project must be assessed under investment law.

Under Article 33.2 of Law on Investment No. 143/2025/QH15, an investor must carry out procedures to amend an IRC where an adjustment to an investment project changes the principal particulars of the project recorded in that certificate.

Article 37 of Decree No. 96/2026/ND-CP identifies the investment project location as one of the particulars recorded on an IRC.

Accordingly, where an investor actually relocates an investment project and the relocation changes the project location recorded on the IRC, the investor must assess and comply with the applicable IRC amendment requirements.

This situation must be distinguished from a change affecting only the enterprise’s registered head office.

For example, an enterprise may maintain its management office in Ho Chi Minh City while implementing a manufacturing project in Dong Nai Province.

If the enterprise relocates its management office to another address but continues implementing the manufacturing project at its existing registered location, the change of head office alone should not automatically be treated as requiring an amendment to the IRC.

Conversely, where the enterprise relocates its manufacturing operations to another location, the investment project particulars and associated obligations must be reviewed.

The decisive consideration is what has actually changed in the investment project, rather than merely whether the enterprise has registered a new head office address on its ERC.

Investment Projects Subject to Investment Policy Approval

For projects that have obtained investment policy approval, a change of project location may also trigger a requirement to obtain approval for an adjustment to the investment policy.

Article 33.3(b) of the Law on Investment 2025 addresses changes of investment project location that are subject to the statutory requirements for approval of an investment policy adjustment.

Article 51.3(c) of Decree No. 96/2026/ND-CP further addresses circumstances involving relocation to a new investment project location different from the location previously approved.

The Decree also provides for relevant exceptions, including changes to location information arising from administrative boundary reorganisation and certain changes to the land area used where the project remains at its previously approved location.

Therefore, the same procedure should not be applied indiscriminately to every investment project.

Before proceeding, the enterprise should determine whether the project is subject to investment policy approval, what location was originally approved, and whether the proposed relocation falls within a category requiring approval of an adjustment.

Where such approval is required, the relevant procedure must be completed in the legally prescribed sequence before the corresponding investment documentation is amended.

5. What Legal Conditions Should Be Reviewed Before Relocating an Investment Project?

Selecting a new investment project location is not merely a matter of signing a lease or making an internal business decision.

Depending on the nature of the project, the investor should examine the suitability of the proposed location for the investment objectives, applicable planning requirements, land-use rights or rights to occupy the premises, and any relevant sector-specific legal conditions.

For manufacturing projects, relocation may involve requirements relating to construction, environmental compliance, fire prevention and fighting, or other conditions governing manufacturing activities at the new site.

For trading and service projects, the proposed premises should be assessed against the registered business activities, authorised operational scope, and any applicable sector-specific business conditions.

Consequently, entering into a lease for new premises does not establish that all legal requirements for implementing the project at that location have been satisfied.

Competent Investment Registration Authority

Another issue requiring attention is the competent investment registration authority where a project is relocated.

Under Article 36.5 of Decree No. 96/2026/ND-CP, where an investment project changes its implementation location, the investment registration authority in the locality to which the project is relocated has the authority to issue, amend, and revoke the IRC.

Depending on the location, characteristics, and scope of the project, the competent investment registration authority may be the Department of Finance or the relevant management board of an industrial park, export processing zone, high-tech park, or economic zone, as prescribed by law.

For projects that have already obtained an IRC and are not subject to approval of an investment policy adjustment, the applicable amendment procedures are governed by Article 56 of Decree No. 96/2026/ND-CP.

The enterprise must nevertheless identify the applicable procedure and documentary requirements in each case.

Not every project is subject to the same conditions, competent authority, or procedural sequence.

In particular, where an investment project is not legally required to obtain an IRC, the obligations associated with relocating that project must still be determined by reference to its actual legal status and the applicable regulations.

An investor should not automatically be required to obtain or amend an IRC where such a certificate is not mandatory for the relevant project.

6. Does Establishing an Additional Branch or Business Location Require a New Investment Project?

This is another practical issue that may arise when a foreign-invested enterprise expands its operations.

Under Article 73.2 of Decree No. 96/2026/ND-CP, following completion of the procedures for obtaining an IRC, a foreign-invested economic organisation may establish branches, representative offices, or business locations outside its registered head office without necessarily being required to establish a new investment project.

However, this does not mean that the enterprise may undertake any activity at a new location without considering its existing investment documentation.

A distinction must be drawn between establishing a dependent business unit under enterprise law and adding a location for the implementation of an investment project or undertaking a separate investment project.

Where establishing a branch or business location changes the investment project location recorded on an existing IRC, the investor must assess the applicable requirements for amending the certificate.

Conversely, where the enterprise intends to implement a new investment project that is independent of its existing project, the legal obligations applicable to the new project must be determined separately.

Accordingly, opening an additional business location does not automatically require the establishment of a new investment project.

Equally, completion of the enterprise registration procedures for a business location does not automatically discharge obligations that may arise under the investment law framework in relation to an existing investment project.

The appropriate procedure depends on whether the enterprise is expanding the operations of an existing project or implementing a legally distinct investment project.

7. Must Registration Documents Be Amended When an Address Changes Due to Administrative Reorganisation?

An actual relocation must be distinguished from a change in the administrative designation of an address where the physical location remains unchanged.

Under Article 57.2 of Decree No. 168/2025/ND-CP, where changes to administrative boundaries result in changes to the registered addresses of an enterprise’s head office, branches, representative offices, or business locations, the enterprise is not required to register an address change with the provincial-level Business Registration Authority solely on that basis.

Where the enterprise wishes to update the information recorded on its registration certificate, or when conducting other enterprise registration or notification procedures, the relevant address information may be updated in accordance with the applicable regulations.

The investment law framework also addresses changes to investment project location information arising from administrative reorganisation and the implementation of the two-tier local government structure.

Under Article 56.1 of Decree No. 96/2026/ND-CP, where an investor wishes to update the investment project location information recorded on its IRC as a result of administrative reorganisation, the investor may undertake the applicable updating procedure subject to the prescribed dossier and processing requirements.

These provisions illustrate the importance of distinguishing two different situations.

The first involves an actual relocation of the enterprise’s head office or the location where an investment project is implemented.

The second involves an enterprise continuing to operate at the same physical location while the name of the administrative unit, or the formal description of the address, changes as a result of administrative reorganisation.

The two situations have different legal characteristics and should not automatically be subject to identical procedures.

8. Illustrative Legal Scenario

Consider a hypothetical single-member limited liability company with 100% foreign ownership operating in Vietnam.

The company maintains its registered head office in Ho Chi Minh City, while its manufacturing investment project is located in an industrial park in Dong Nai Province. The investment project has been issued an IRC.

As part of an internal management reorganisation, the company decides to relocate its registered head office to another address within Ho Chi Minh City.

The manufacturing project in Dong Nai continues to operate at its existing registered location, without any change to its investment objectives, project scale, or other relevant investment particulars.

In this situation, the enterprise should first determine the authority responsible for approving the head office relocation, prepare the documents required to register the change on its ERC, and consider whether any associated tax procedures are necessary.

In relation to the IRC, if the change affects only the registered head office and does not alter any investment project particulars requiring adjustment, an IRC amendment should not be presumed necessary merely because the ERC address has changed.

Now assume that the enterprise subsequently decides to relocate its manufacturing operations to another industrial park.

In the second situation, the proposed change is no longer confined to the enterprise’s registered head office. It directly concerns the location where the investment project is implemented.

The enterprise should therefore examine the existing project documentation, the investment particulars previously registered or approved, the legal conditions applicable to the proposed new location, and the relevant amendment procedures before implementing the relocation.

Although both situations involve a change of business premises, they may give rise to substantially different legal requirements.

This scenario is provided solely for illustration and does not describe an actual client matter.

9. Reviewing the Relevant Documents and Determining the Appropriate Procedural Sequence

Before changing its registered head office or investment project location, a foreign-invested enterprise should review the documents relevant to both its enterprise registration and investment activities.

For enterprise registration purposes, the review should cover the existing ERC, company charter, corporate governance arrangements, the authority responsible for approving the change, and relevant documents concerning the proposed new head office.

For investment purposes, the enterprise should examine its IRC, investment policy approval documents where applicable, any amendments previously issued or approved, and the registered investment project location.

Depending on the circumstances, the review may also extend to lease agreements, documents evidencing land-use rights or rights to occupy the premises, sector-specific permits, and records relating to actual business operations.

These documents are relevant to an initial legal assessment. They should not be treated as an exhaustive list of documents that must be submitted in every enterprise registration or investment project amendment procedure.

Based on the available documentation, the enterprise should establish the actual scope of the proposed change, identify which particulars have previously been registered or approved, and determine the appropriate sequence of the applicable procedures.

In some circumstances, the required action may be limited to registering a change of head office address.

In other circumstances, tax-related procedures may need to be completed before the ERC is amended.

Where the relocation affects an investment project, additional procedures may be required to amend the IRC or obtain approval for an investment policy adjustment, depending on the project’s legal status and the nature of the proposed change.

Following completion of the relevant procedures, the enterprise should also consider whether its banking records, contracts, invoices, digital signatures, transaction details, or other operational documents require updating.

For a foreign-invested enterprise, an appropriate relocation strategy is not simply about completing registration procedures. It requires identifying which location is changing, which legal obligations genuinely arise, and the sequence in which those obligations should be addressed.

This approach can help avoid unnecessary administrative procedures, reduce the risk of overlooking mandatory requirements, and support continuity in the enterprise’s business operations.

RELATED LEGAL SERVICES – HT LEGAL VN

Legal Advisory on Changes of Registered Head Office and Corporate Document Review for Foreign-Invested Enterprises

HT Legal VN provides legal advisory services to foreign-invested enterprises operating in Vietnam, with a focus on enterprise registration matters, corporate legal document review, and routine changes arising in the course of business operations.

For enterprises intending to change their registered head office, HT Legal VN advises on the competent decision-making authority, reviews existing corporate documentation, identifies the applicable enterprise registration procedures, and assists with preparing and submitting the required documents within the agreed scope of engagement.

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The scope of work, expected timeframe, and professional fees are agreed with the client before commencement of the engagement.

HT Legal VN seeks to provide clear, legally grounded, and practical advice to help enterprises manage necessary corporate changes and their associated legal obligations.

LEGAL REFERENCES

1. Law on Enterprises No. 59/2020/QH14, as amended and supplemented, including by Law No. 76/2025/QH15, particularly Articles 30 and 42.
2. Decree No. 168/2025/ND-CP, dated 30 June 2025, on enterprise registration, particularly Articles 40, 56, and 57.
3. Decree No. 296/2026/ND-CP, dated 23 July 2026, amending and supplementing certain provisions of Decree No. 168/2025/ND-CP.
4. Circular No. 68/2025/TT-BTC on enterprise registration forms, as amended and supplemented by Circular No. 121/2026/TT-BTC, particularly Form No. 12.
5. Law on Investment No. 143/2025/QH15, effective from 1 March 2026, particularly Article 33.
6. Decree No. 96/2026/ND-CP, dated 31 March 2026, detailing and guiding the implementation of certain provisions of the Law on Investment, particularly Articles 36, 37, 51, 56, and 73.
7. Applicable laws and regulations concerning taxation, land, construction, environmental protection, fire prevention and fighting, and other sector-specific requirements, depending on the circumstances of each case.

Disclaimer: This content is prepared based on the laws and regulations in force at the time of publication and is provided for general informational and legal knowledge-sharing purposes only. It does not constitute legal advice for any specific matter and does not create any commitment or guarantee as to the outcome of any legal process. The application of law must be assessed based on the relevant documents, evidence, factual circumstances, and the laws and regulations in force at the applicable time.

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