Author:

• Tran Phuong Nam – Lawyer
• Le Hong Dang – Paralegal

During the implementation of long-term investment projects, especially large-scale projects, or multi-phase projects, investors often encounter difficulties when the operating term stated in the Investment Registration Certificate (IRC) or equivalent documents no longer aligns with the actual implementation schedule. Adjusting the operating term of an investment project therefore becomes a common need; however, in practice, such adjustment are not always consistently understood or applied by regulatory authorities.

With the Law on Investment No. 143/2025/QH15 (“Law on Investment 2025”) officially taking effect on 01 March 2026, the new regulations tend to enhance flexibility and investor autonomy. Accordingly, the question of whether investors are entitled to freely adjust the operating term of an investment project, and to what extent such adjustment is permitted, has attracted considerable attention. Clarifying the legal basis for this right not only helps remove obstacles for ongoing projects but also contributes to ensuring the stability and feasibility of the investment environment.

1. Bottleneck under previous regulations: rigidity in project term extension

Under Article 44 of the 2020 Law on Investment, the operating term of a project had to be fixed at the stage of issuance of the Investment Policy Approval Decision or the Investment Registration Certificate. If an extension was required, the investor was only allowed to carry out procedures for extension when the project term was about to expire.

This rigidity created significant obstacles in practice, particularly in corporate advisory work. During project implementation, investors often face the need to restructure, transfer the project, or change the investment scale. The inability to proactively request an increase of the project term in the middle of the implementation period results in the remaining time being insufficiently attractive to potential transferees, thereby undermining financial arrangements and significantly reducing transaction valuation.

2. Changes under the Law on Investment 2025: granting greater autonomy to investors

Clause 4 Article 31 of the Law on Investment 2025 directly addresses the above bottleneck with a more open-ended provision: “During the implementation of an investment project, the investor may adjust the operating term of the investment project by increasing or decreasing such term.”

Of course, the total operating term after adjustment must still comply with the statutory cap (generally not exceeding 50 years for projects outside economic zones, and up to 70 years for projects located in economic zones, areas with difficult socio-economic conditions, high-tech zones, or projects eligible for special incentives). This change brings dual benefits to enterprises:

• Flexibility in financial planning: Investors may proactively restructure the project lifecycle to reallocate depreciation costs and optimize cash flow.
• Improved liquidity for M&A activities: For projects under implementation but requiring capital restructuring, the ability to request an extension of the operating term (if the statutory cap has not been reached) creates a longer time horizon, thereby giving new investors greater confidence to inject capital or take over the project.

3. Draft guiding decree: mechanism for restoring lost time

In addition to granting investors the right to proactively adjust project terms, another notable highlight lies in the mechanisms proposed in the Draft Decree guiding the implementation of the Law on Investment 2025. The draft introduces solutions to protect investors’ interests in cases where time is lost due to delays caused by state authorities.

According to Article 28 of the Draft Decree, the period during which the project is delayed due to objective reasons will not be counted toward the operating term or the project implementation schedule. Two highly practical cases include:

• Delay in land handover on site: If the investor has obtained a land allocation / land lease decision but the actual handover of the site is delayed, the operating term and implementation schedule will only be calculated from the date the land is actually handed over.
  Notably, the enterprise is not required to carry out procedures to amend the Investment Policy Approval Decision or the IRC, thereby minimizing administrative burdens.
• Suspension due to inspection or examination: The period during which the project must be suspended to serve inspection or examination activities by competent state authorities (where the fault does not lie with the investor) will also be excluded from the project’s operating term.

Thus, the new provisions of the Law on Investment 2025 are not merely technical amendments in wording, but clearly reflect a shift in regulatory approach — from strict control to facilitative governance. The flexibility in freely adjusting the operating term, together with the mechanism for restoring lost time, will create a solid legal foundation allowing investors to maximize commercial interests and proactively adapt to market fluctuations.

Time of writing: 12/03/2026

The article contains general information which is of reference value, in case you want to receive legal opinions on issues you need clarification on, please get in touch with our Lawyer  at  info@cdlaf.vn

You can refer for more information:

• Legal Impacts Of Narrowing The Scope Of Projects Subject To Investment Policy Approval Under The 2025 Law On Investment
• The New Landscape Of Conditional Business Investment Sectors From 2026: Reductions And Transformations
• Statute of Limitations in Commercial Contract Disputes and Risk Control Measures for Enterprises
• Foreign Direct Investment Procedures: Issuing Enterprise Registration Certificate (ERC) Before Investment Registration Certificate (IRC)