Does Decree 96/2026 Impact Existing FDI Projects in Vietnam? When To Review Your IRC or ERC

When Vietnam issues a new decree on investment, the most common question managers ask is whether foreign-owned companies have to amend IRC or ERC.

With Decree 96/2026/ND-CP, the answer for most operating businesses is no. You do not have to rush to amend your Investment Registration Certificate (IRC) or Enterprise Registration Certificate (ERC) just because this decree took effect.

Decree 96/2026/ND-CP replaced the previous guidance framework for Vietnam’s investment law. It took effect on March 31, 2026, and replaced Decree 31/2021, Decree 19/2025, and Decree 239/2025. From that date, investment procedures in Vietnam, including new registrations, project amendments, incentive applications, and special investment procedures, moved under this new framework.

The real significance of Decree 96/2026/ND-CP is not that it forces all FDI companies to update their paperwork immediately. It is that, from now on, whenever a company decides to change something about its project, the amendment process should be reviewed under a more structured legal framework than before.

Quick Reference for Directors, Legal Managers, and Compliance Teams

If your company already holds a valid IRC and ERC, and your project is running exactly as described in those documents, same objectives, same scale, same location, same investors, same capital, then Decree 96/2026/ND-CP does not usually require you to file any amendments right now. Your existing licenses remain legally valid. The transitional rules of this decree allow lawfully established projects to continue operating under their current permits, unless and until a later amendment triggers review under the new framework.

What Decree 96/2026/ND-CP Actually Changes

Decree 96/2026/ND-CP is important for three reasons: 

First, it replaces the old guidance framework. From March 31, 2026, investment procedures in Vietnam follow the system established under the 2025 Investment Law and this implementing decree.

Second, it clarifies how existing projects should be treated during the transition. Most FDI companies do not open a new project every year. What they do is increase capital, adjust objectives, transfer ownership, add land, extend timelines, or restructure their investor base. Decree 96/2026/ND-CP gives clearer rules for projects that were established before the 2025 Investment Law took effect.

Third, it makes project amendments more strategic. Under the old framework, many companies treated amendments as a simple administrative task. Under Decree 96/2026/ND-CP, companies should check whether the change only affects the IRC, or whether it may trigger a higher-level approval, such as investment policy approval for certain large, sensitive, or land-related projects. This does not mean every amendment becomes more complicated. It means the amendment should be assessed more carefully before filing.

Decree 96/2026/ND-CP also matters for a different situation that some foreign investors are now considering: establishing a company first and completing the IRC later. Under the new framework, this may be possible in certain cases, but the company must complete the IRC process within 12 months from establishment. Although this is not the main focus of this article, which looks at existing FDI projects already holding IRC and ERC, but it is an important related point because it shows how Vietnam is now treating project timing and registration more deliberately.

When You Do Not Need to Do Anything

You usually do not need to take any action if your project is operating within the objectives, scale, location, schedule, capital, and investor structure recorded on your current IRC.

This also applies if:

• You have no plans to increase investment capital or charter capital in the near term,
• You are not changing your project objectives, business lines, location, or scale,
• You have no pending or planned investor changes, M&A transactions, or ownership restructuring,
• Your project is not significantly behind schedule,
• And there are no unresolved issues with land, incentives, or project duration.

If all of this describes your situation, Decree 96/2026/ND-CP is something to monitor, not something to react to right now.

When You Should Review Your Project

You Are Planning to Increase Capital

Capital increases are one of the most common triggers for project amendments. When this happens, you need to distinguish clearly between two things: increasing the investment capital of the project, which affects the IRC, and increasing the charter capital of the company, which affects the ERC.

These two often happen together, but they are not the same thing. One useful clarification under the new framework is that the charter capital of a foreign-invested enterprise does not have to equal the total investment capital of the project.

You Are Changing or Adding Project Objectives

This is one of the most sensitive areas. Some changes to project objectives can be handled at the IRC level through a standard amendment. But other changes may cause the project to fall into a category that requires a higher level of approval for the first time.

Under Decree 96/2026/ND-CP, if an amendment causes a project to newly require investment policy approval, the company must go through that approval process before the IRC can be adjusted. This is one of the most important practical changes for existing FDI projects.

Your Amendment Involves Land, Location, Scale, or Duration

If you are adding a warehouse, extending a factory, or moving to a larger site, this may raise questions about land allocation, zoning, financial obligations, and even investment incentives.

If the amendment results in the State being asked to allocate or lease land outside of auction or bidding, or if it involves a change in land-use purpose, the project may fall into a more complex approval path. This is why Decree 96/2026/ND-CP has a stronger effect on manufacturing, industrial real estate, logistics, and infrastructure projects than on small service businesses.

Your Project Is Behind Schedule

The new framework allows schedule extensions in certain situations without always requiring a full investment policy adjustment, even where the delay is significant, if the project falls within the permitted categories.

That said, companies should be careful here. If a project has been behind schedule for a long time, and the company has weak internal records or has allowed a large gap to grow between the actual project and the registered timeline, the amendment becomes harder to explain and more risky to file.

There Is a Change of Investor or an M&A Transaction

Investor changes are where Decree 96/2026/ND-CP is often most relevant. A share transfer or capital acquisition can affect both the ERC and the IRC, including market access conditions and investor-related conditions attached to the project.

Companies should review these transactions carefully before signing, not after.

Your Project Has Drifted Away From the Filed Records

This is more common than many companies think.

The actual operations may have changed from what the IRC states. The schedule may be long overdue but never updated. The investment scale may have changed. The project site may be different. The capital contribution or implementation model may no longer reflect the filed records.

Decree 96/2026/ND-CP did not create these gaps. But once the company starts an amendment process, those gaps become much harder to ignore and can affect how the authorities handle the filing.

Conclusion

If your FDI company already has its IRC and ERC and is not planning any changes, then Decree 96/2026/ND-CP does not usually require you to amend anything right now.

But if you are about to increase capital, change your project objectives, move to a new location, extend your timeline, restructure ownership, or bring in a new investor, this decree will directly affect how you should handle the process.

Decree 96/2026/ND-CP does not force FDI companies to update their licenses today. But it makes every future amendment decision something that should be planned with much more care.

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