FDI Project Capital Adjustment Vietnam is the process of changing the registered investment capital of a foreign-invested project in Vietnam. During a project’s operation, foreign investors may need to increase or reduce investment capital because of changes in the project scale, business plans, construction costs, equipment needs, or financing strategy.

For example, an investor may initially register USD 5 million for a manufacturing project. Later, the investor may decide to expand the factory and increase the total investment capital to USD 8 million. In another case, the actual project may require less capital than originally planned. As a result, the investor may want to reduce the registered investment capital.

Under the current Law on Investment No. 143/2025/QH15, effective from March 1, 2026, investors can adjust their investment projects during implementation. When an adjustment changes the main information recorded in the Investment Registration Certificate (IRC), the investor must complete the relevant IRC adjustment procedure. Therefore, foreign investors should review the proposed capital change together with the project scale, objectives, implementation schedule, and other registered information.

I. What Is FDI Project Capital Adjustment Vietnam?

1.1 Meaning of Investment Capital Adjustment

FDI Project Capital Adjustment Vietnam means changing the registered investment capital of an existing foreign-invested investment project.

Investment capital represents the financial resources that the investor plans to use for the project. Depending on the project, this capital may cover construction, machinery, equipment, working capital, technology, and other project expenses.

In practice, investors may adjust capital for many reasons. For instance, a manufacturing company may need more money to purchase new production lines. Similarly, a technology company may need additional capital to develop a new project phase.

Common reasons for capital adjustment include:

• Expanding the production or business scale
• Purchasing additional machinery and equipment
• Increasing working capital
• Changing the financing plan
• Increasing construction costs
• Reducing the project scale
• Cancelling part of the original investment plan
• Restructuring the project

Therefore, the capital recorded in the original IRC does not always remain unchanged throughout the entire project life.

1.2 Why Is Capital Adjustment Important?

Foreign investors should not change the project’s capital informally when the registered information no longer reflects the actual plan.

The company should first review its investment documents and determine whether the proposed change affects the IRC or investment policy approval.

Under Article 33 of the Law on Investment 2025, investors can adjust investment projects during implementation. If the adjustment changes the main contents of the IRC, the investor must carry out the IRC adjustment procedure.

As a result, proper capital adjustment helps the investor keep the project’s legal information consistent with its actual business plan.

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II. When Should an FDI Project Increase Investment Capital?

2.1 Expansion of the Project

The most common reason for increasing investment capital is project expansion.

For example, a foreign manufacturer may start with one production line. After several years, customer demand may increase. The company may then want to add more machinery, expand its factory, and hire more employees.

In this situation, the investor may need additional capital to support the expanded project.

The company should therefore review both the additional capital and the new project scale. If the expansion changes other important project information, the company may need to adjust those details at the same time.

2.2 Additional Machinery and Equipment

Investors may also increase capital when they purchase new machinery or technology.

This situation often occurs in manufacturing, processing, logistics, healthcare, and technology projects.

For example, an investor may initially plan to invest USD 10 million in machinery. However, after receiving supplier quotations, the actual cost may become higher. The investor may then need to increase the registered capital to match the revised investment plan.

The company should keep supporting documents for the new investment plan and explain why the additional capital is necessary.

2.3 Increase in Working Capital

A project may also require additional working capital after it begins operations.

For example, the company may need more funds for:

• Purchasing raw materials
• Paying employees
• Managing inventory
• Expanding sales activities
• Paying suppliers
• Supporting day-to-day operations

Therefore, the investor should consider working capital when reviewing the project’s total investment capital.

III. When Can an FDI Project Reduce Investment Capital?

3.1 Reduction of the Original Investment Plan

An investor may reduce registered investment capital when the project no longer requires the amount originally planned.

For example, the investor may negotiate a lower construction cost or decide not to purchase certain equipment. As a result, the actual capital requirement may become lower than the original registration.

In this case, the investor should review the project carefully before requesting a reduction.

The company should consider whether the capital reduction will also affect:

• Project scale
• Production capacity
• Investment objectives
• Implementation schedule
• Financing structure
• Investment incentives

A capital reduction may therefore involve more than changing one number on the IRC.

3.2 Reduction Because of a Change in Business Strategy

Business conditions can also lead to a capital reduction.

For instance, a foreign investor may change its strategy and decide to focus on a smaller market. The company may then reduce its planned factory size and investment capital.

Similarly, an investor may cancel a planned project phase and keep only the original operating activities.

In such cases, the investor should update the registered project information so that it reflects the new business plan.

IV. FDI Project Capital Adjustment Vietnam Procedure

4.1 Review the Existing Investment Documents

Before starting the procedure, the investor should review the current investment documents.

In particular, the company should check:

• Investment Registration Certificate
• Investment policy approval, if applicable
• Investor information
• Investment capital
• Capital contribution schedule
• Project objectives
• Project scale
• Project location
• Implementation schedule
• Project duration

This review helps the investor identify exactly which information will change.

It also helps prevent the company from submitting an incomplete adjustment application.

4.2 Determine Whether Investment Policy Approval Must Be Adjusted

Not every capital adjustment follows the same procedure.

For projects that already have investment policy approval, the investor should determine whether the proposed change also affects the contents of that approval.

Article 33 of the Law on Investment 2025 lists cases that require adjustment of investment policy approval. These include certain changes to approved objectives, land area or location, project duration, investor information, and other cases specified by law.

In addition, an increase in total investment capital of 20% or more that changes the project scale can affect the project’s implementation schedule adjustment rules.

Therefore, the investor should review the whole project rather than looking only at the capital amount.

4.3 Prepare the Adjustment Application

After identifying the required changes, the investor can prepare the relevant documents.

Depending on the project, the application may explain:

• Current investment capital
• Proposed investment capital
• Amount of capital increased or reduced
• Reason for the adjustment
• Current project implementation
• Proposed project plan
• Capital contribution schedule
• Financial capacity
• Other changed project information

The exact documents depend on the project’s legal status and the type of adjustment.

Therefore, investors should prepare the application based on their actual project instead of using the same documents for every FDI project.

4.4 Submit the Application to the Competent Authority

The investor must submit the adjustment application to the appropriate investment registration authority.

Under the Law on Investment 2025, Management Boards of industrial parks, export processing zones, high-tech zones, concentrated digital technology zones, and economic zones handle IRC procedures for projects within their jurisdiction, subject to statutory exceptions. For projects outside those areas, provincial-level Departments of Finance generally handle IRC procedures, again subject to the exceptions provided by law.

Therefore, the investor should confirm the competent authority before submitting the application.

V. Important Issues When Adjusting FDI Project Capital

5.1 Capital Contribution Schedule

A capital increase should come with a realistic capital contribution plan.

The investor should consider how and when it will provide the additional funds. The plan should match the actual project implementation schedule.

For example, if the company plans to increase capital by USD 3 million for new machinery, the company should have a clear plan for when it will contribute the funds and when it will use them.

A realistic plan helps the company maintain consistency between its investment documents, bank records, and accounting records.

5.2 Financial Capacity

The investor should also consider its financial capacity before increasing the registered capital.

The proposed capital should match the company’s actual investment needs and the investor’s ability to provide funds.

Supporting financial documents may therefore play an important role in the adjustment process.

The investor should prepare clear information about the source of the additional capital and the project’s financial plan.

5.3 Project Scale

Capital and project scale often have a close relationship.

For example, increasing investment capital may allow a manufacturer to build a larger factory or add more production lines. In contrast, reducing capital may lead to a smaller project.

Therefore, the company should review whether the capital adjustment changes:

• Production capacity
• Factory area
• Number of production lines
• Number of employees
• Project output
• Business objectives

If the project scale changes, the company may need to adjust additional information.

5.4 Investment Incentives

Investors should also review the effect of a capital adjustment on investment incentives.

The Law on Investment 2025 provides investment incentives for eligible projects and states that the specific level of incentives depends on tax, accounting, land, and other relevant laws.

Therefore, investors should not assume that every additional investment amount automatically receives the same incentives as the original project.

A professional review can help determine whether the capital change affects the company’s existing incentive structure.

VI. Accounting and Compliance After Capital Adjustment

6.1 Update Accounting Records

After the investment capital changes, the company should update its accounting records accordingly.

For an increase in capital, the company should properly record the additional capital contribution and maintain the related bank and accounting documents.

For a capital reduction, the company should also ensure that the accounting records match the approved project information.

The company should keep supporting documents such as:

• Capital contribution records
• Bank statements
• Investor documents
• Accounting entries
• Asset purchase records
• Project expenditure records

This approach helps maintain a clear connection between the investment documents and financial records.

6.2 Update Investment Reporting

The company should also use the updated capital information in future investment reports.

For example, if the registered investment capital increases from USD 5 million to USD 8 million, future reports should reflect the updated project information.

The company should also distinguish between registered investment capital and realized investment capital.

Keeping these figures accurate is important because investment reporting can involve information about capital implementation, business results, employment, and other project activities.

6.3 Monitor Future Project Changes

Capital adjustment does not end the investor’s compliance responsibilities.

After the adjustment, the company should continue monitoring the project.

If the company later changes its:

• Investment objectives
• Project location
• Project scale
• Implementation schedule
• Investor information
• Project duration
• Investment capital

the company should review whether another investment adjustment procedure is necessary.

Under the Law on Investment 2025, investors must comply with the approved investment information and IRC during project implementation.

VII. Conclusion

FDI Project Capital Adjustment Vietnam allows foreign investors to update the registered investment capital of an existing investment project when their financial and business plans change. Investors may increase capital to expand production, purchase machinery, increase working capital, or support a larger project. On the other hand, they may reduce capital when the project scale becomes smaller or the original investment plan changes. However, investors should review the entire project before making an adjustment. In particular, they should check the project objectives, scale, location, implementation schedule, investment incentives, and capital contribution plan. Under the Law on Investment 2025, investors can adjust investment projects during implementation. When the adjustment changes the main contents of the IRC, the investor must complete the relevant IRC adjustment procedure. Certain changes to projects that have investment policy approval may also require adjustment of that approval. Therefore, a successful FDI Project Capital Adjustment Vietnam process requires more than changing the registered capital figure. The investor should prepare the correct documents, explain the reason for the adjustment, review financial capacity, and ensure that the updated project information matches the company’s actual operations.

MVA VIETNAM ACCOUNTING AND AUDITING COMPANY LIMITED