In a long-term investment strategy in Vietnam, maintaining the legality of a project is the top priority for every international investor. As Foreign Direct Investment (FDI) projects approach the end of their operational term stated in the Investment Registration Certificate (IRC), the extension procedure becomes a decisive legal turning point for the future existence and development of the enterprise.
Extending the project operational term is not merely an administrative extension, but also a crucial moment for businesses to review their entire legal structure, especially the compatibility between the project term and the protection term of intellectual property assets—the core intangible values that create a competitive advantage.
This in-depth article, prepared by the team of lawyers and experts at Tran & Tran Intellectual Property Co., Ltd., will systemize the latest legal regulations and provide the most optimal implementation roadmap for investors.
The Importance of Extending Investment Project Operational Terms
According to the Law on Investment 2020 and its guiding documents, each investment project is granted a specific operational term (usually a maximum of 50 years, or 70 years for difficult areas or large-scale projects). When this term ends, if the investor does not carry out extension procedures, the project will automatically terminate, leading to the revocation of the Investment Registration Certificate and the termination of rights related to land and tax incentives.
Ensuring Business Continuity Timely extension helps your business maintain production and business activities without legal disruption. This is particularly important for enterprises with complex supply chains or long-term economic contracts with international partners.
Preserving Investment Incentives Many incentives regarding corporate income tax, import tax, and land rent exemptions are tied to the project term. Successfully extending the investment project allows the enterprise to continue utilizing incentive policies from the Vietnamese Government in the next phase of the project.
Timing for Intellectual Property Asset Review This is an important opportunity for investors to conduct an audit of their intellectual property portfolio, including: Trademarks, Industrial Designs, Patents, and Technology Transfer Agreements. In practice, many businesses only focus on extending the IRC and forget that trademark protection titles or technology licensing agreements also need synchronized terms for maximum protection of rights.
Current Legal Basis in 2025
To perform the extension procedure accurately, businesses need to base it on the following legal framework:
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Law on Investment 2020: The highest legal document regulating investment and business activities in Vietnam.
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Decree No. 31/2021/ND-CP: Detailing the implementation of several articles of the Law on Investment, including the process for project adjustment and extension.
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Land Law 2024 (Effective from 2025): Regulating the conditions for continued land use when a project is extended.
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New-generation Free Trade Agreements (FTAs): Such as CPTPP, EVFTA, and RCEP, which affect investment protection and intellectual property commitments.
Conditions for Approval of Investment Project Extension
The investment registration authority will carefully review the extension request based on legal compliance and the project’s feasibility in the next phase.
Consistency with National and Local Planning The project must align with provincial planning, regional planning, and current urban/industrial zone planning at the time of the extension request. If the project location is in an area that the State has rezoned for other purposes, the extension will face many procedural difficulties.
Compliance with Land Use Objectives Investors need confirmation from the competent authority regarding the use of land for its intended purpose and that no violations of land regulations occurred during the previous project implementation process.
Meeting Technology and Environmental Standards This is a key condition in 2025. The Vietnamese Government is tightening extensions for projects using outdated or energy-intensive technology. Businesses owning Patents or Utility Solutions for green technology will have a significant advantage when submitting extension explanatory dossiers.
Sustainable Financial Capacity Investors must prove they have sufficient financial potential to continue the project through audited financial statements, financial support commitments from the parent group, or guarantees from credit institutions.
Procedures and Dossier for Investment Registration Certificate (IRC) Extension
Timing of Procedure Based on the provisions of Decree No. 31/2021/ND-CP, investors wishing to extend the operational term of a project must perform the procedure at least 06 months before the expiration of the investment project’s operational term. Late submission may lead to the risk of project termination as prescribed by law.
Comprehensive Dossier Components To ensure the dossier is approved quickly, businesses need to prepare a set of documents including:
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Application for extension of operational term: According to the standard form prescribed by the Ministry of Planning and Investment.
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Valid copies of IRC and ERC: The current Investment Registration Certificate and Enterprise Registration Certificate.
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Document approving investment policy: (If the project requires a decision on investment policy approval).
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Documents proving financial capacity: Including audited financial statements for the last 02 years and documents proving contributed/raised capital.
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Land-related dossier: Land use right certificate or a valid land lease contract.
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Explanatory report on extension conditions: Explaining the goals, scale, technology, and environmental impact of the project during the extension phase.
Order of Implementation
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Submission: At the “One-Stop Shop” of the Department of Planning and Investment (for projects outside industrial zones) or the Management Board of Industrial Zones (for projects inside industrial zones).
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Appraisal: The investment registration authority will seek appraisal opinions from relevant agencies (Department of Natural Resources and Environment, Department of Science and Technology, etc.).
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Result: If the dossier meets all conditions, the investment registration authority will issue an amended Investment Registration Certificate with the new operational term.
Risks and Intellectual Property Management Strategy in the Project Extension Process
Extending an investment project is not just an administrative issue but is also closely related to the Law on Intellectual Property. At Tran & Tran, we observe that many investors often encounter the following risks:
Disconnect Between IRC Term and IP Protection Term Many FDI enterprises own core trademarks but only register for protection during the initial period of the project. When the project is extended for another 20-30 years, but the trademark protection title has expired (10-year cycle), the brand will fall into a state of not being legally protected, creating loopholes for infringement.
Technology Transfer Issues during Project Upgrades When extending a project, most investors will upgrade production lines or change technological processes. If this technology is transferred from a parent company abroad, the business is mandatory required to establish and register a Technology Transfer Agreement. Missing these procedures will prevent the business from accounting for royalty fees as reasonable expenses, causing financial and tax losses.
Infringement of Trade Names and Project Trademarks Long-standing projects often have brand value associated with their name. Without a consistent trademark protection strategy, project extension can be affected by complaints or bad-faith registrations by other entities in the market.
Intellectual Property Protection Solutions from Tran & Tran
With specialized experience, Tran & Tran assists businesses in optimizing asset value during the project extension process through the following solutions:
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Intellectual Property Audit (IP Audit): Reviewing the entire portfolio of trademarks, patents, and industrial designs to assess legal status and protection terms.
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Extension of Protection Titles: Timely performing extension procedures for trademarks and industrial designs synchronized with the IRC project extension.
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Technology Transfer Contract Consultancy: Drafting, reviewing, and performing registration procedures for new technology transfer contracts when the business upgrades the project.
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Rights Enforcement Representation: Handling intellectual property rights infringements arising during the project’s operation.
Conclusion
The procedure for extending the operational term of an investment project is a complex legal process that requires careful preparation and long-term vision. Businesses should see this as an opportunity to consolidate their legal foundation and increase the value of their intellectual property assets.
Recommendations from Tran & Tran experts:
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Proactive: Start preparing the dossier early to ensure submission 06 months before the project expires.
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Synchronized: Always review the protection term of trademarks and technology copyrights alongside the project’s operational term.
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Professional: Cooperate with reputable consulting units to ensure the explanatory dossier meets standards, helping to shorten the appraisal time by authorities.
Let Tran & Tran accompany your business in creating a solid future for investment projects in Vietnam.
Contact Information – Tran & Tran
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Address: Room 802, Talico Building, 22 Ho Giam Street, Quoc Tu Giam, Dong Da, Hanoi.
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Consultation Hotline: 024 3732 7466
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Email: ip@trantran.vn
Note: The content of this article is intended to provide reference legal information for investors. Please contact Tran & Tran directly for detailed advice on each specific case.
