Overview
How does an investment project transfer work under the 2025 Law on Investment?
An investor may transfer all or part of an investment project when the conditions in Clause 1, Article 34 of the Law on Investment No. 143/2025/QH15 are met. For projects with an IRC or an approved investor, the transfer is carried out through the project amendment procedure (Point a, Clause 2, Article 34), and the transferee inherits the rights and obligations to implement the project, while the transferor meets its financial obligations to the State if the transfer generates income (Clause 2, Article 57 of Decree 96/2026/ND-CP). A project that has no IRC and no investor approval does not go through this amendment procedure: its transfer follows civil, enterprise, real estate business and other applicable law (Point b, Clause 2, Article 34).
Real estate business projects must also follow the principles and conditions of real estate business law (Clauses 3 and 4, Article 57 of Decree 96/2026/ND-CP). For projects with an IRC that do not need an amended in-principle approval, the investment registration authority checks the transfer conditions, amends the IRC under Article 56 and sends the amended IRC to both parties (Clause 11, Article 57).
A project that already has an in-principle approval follows its own procedure. If the transfer changes the approved content in Points a to d, Clause 3, Article 33 of the Law on Investment, or the whole of a project approved together with its investor is transferred before it is operated, the transferor amends the in-principle approval under Articles 52, 53 and 54 of Decree 96/2026/ND-CP (Clauses 6 and 7, Article 57); the processing periods run from 17 working days at provincial level and for industrial park management boards to 25 working days at Prime Minister level, before any time spent supplementing the file. If those contents do not change, only the investor approval decision is amended, with a 14-working-day appraisal followed by a decision within 3 working days (Clause 8). A project with an in-principle approval that is already operating needs no amendment of that approval on transfer (Clause 10).
Buying the company that holds the project is sometimes simpler than a project transfer, but the buyer then inherits all of the company’s liabilities. LexData compares both options against the project’s actual records before the parties choose a structure.
