Reporting and ongoing obligations of an investment project: the quarterly and annual reports, what they contain, adjustments, suspension, inspections and penalties

Why the reporting regime matters

An Investment Registration Certificate opens a continuing relationship with the investment registration authority rather than closing a procedure. Article 47 of the Law on Investment and Article 94 of Decree No. 96/2026/ND-CP require the organisation implementing a project to report on it quarterly and annually, and the authority uses those reports to check that capital is being contributed on the IRC schedule, that the project is on its timetable, that the incentive conditions are still met and that the labour and land figures match what was approved. The reports are also the evidence base when the authority considers an adjustment, an extension or a termination under Article 36, and the Statistics Office uses them for the national foreign-investment statistics. Investors who treat reporting as optional find that the record works against them when they need something, and that an unexplained gap in the reports is the first thing an inspection team asks about.

How the figures are compiled

The report forms are standard and are completed online in the account created when the IRC issued. The figures should reconcile with the company's accounts, its tax returns, its customs declarations, its labour reports and its statistical returns, because the authorities cross-check and because inconsistency between the investment report and the tax return is a recognised audit trigger. Capital disbursed means capital actually contributed or drawn down, evidenced by the investment capital account statements and the State Bank loan registration, not capital committed. Employees are counted at the quarter end. Taxes paid are the amounts remitted in the period. Most companies assign the task to the finance function and prepare it alongside the quarterly tax returns, which fall at the end of the same month, so that one set of figures feeds both.

Changes, suspension and transfer

Any change to the main contents of the IRC, including the investor, the name or objectives, the scale, capital or its schedule, the location or land area, the duration or the timetable, must be made by adjusting the certificate under Article 33 before the change takes effect; the adjustment dossier mirrors the original application for the element changed, and the authority decides within ten working days for most adjustments. A project may be suspended, but the investor must give written notice first (Article 35); suspension counts against the implementation schedule unless an extension is approved, and the total period of extension of the implementation timetable is capped by the law at 24 months, with exceptions for force majeure, State delay in land hand-over and a few other listed grounds. Transfer of all or part of a project to another investor follows Article 34 and in practice takes the form of a transfer of the company, with the new investor's Article 21 registration where foreign ownership crosses a threshold and the 2% tax on a foreign corporate seller's gross proceeds (Chapter 8).

Inspections and consequences of non-compliance

The Department of Finance inspects projects periodically and on indication, usually jointly with the tax, labour, environment and construction authorities, working from the IRC, the investment reports, the capital account statements and the land documents. Late or missing investment reports attract administrative fines under the Government's decree on administrative penalties in the field of planning and investment, in the range of a few million to tens of millions of dong per offence, and a pattern of non-reporting is a recorded mark against the company in any later application for an adjustment, an extension or an incentive. More seriously, a project that is 24 months behind its IRC schedule without an approved extension can be terminated under Article 36, a project that has not met its capital contribution schedule may be refused incentives or an extension, and incentives claimed for a project that no longer meets its conditions are recovered with late-payment interest. Reporting is the way to show the authority that a delay was notified and explained, and an investor that files a notice of delay with reasons before the milestone passes is in a far stronger position than one that explains afterwards.