Amendment of Investment Registration Certificate in Vietnam (2026 Guide)

In the course of business operations, foreign-invested enterprises (FDI companiess) in Vietnam frequently encounter the need for an Amendment of Investment Registration Certificate in Vietnam (2026 Guide). Changes in project names, investment capital, investor information, project locations, or objectives necessitate a formal update to the Investment Registration Certificate (IRC). According to the Law on Investment, these adjustments must be processed through the relevant investment registration authorities. Furthermore, enterprises must ensure that any amendment of IRC Vietnam is reflected in the Enterprise Registration Certificate (ERC) to maintain legal consistency between project and corporate records. This article by Viet An Law provides a comprehensive guide on the required dossiers, procedures, and timelines for the amendment process.

When must an Investment Registration Certificate be amended?

During the implementation of an investment project, foreign investors must perform the procedure to change the Investment Registration Certificate in Vietnam whenever there are modifications to the project information, investors, or operational conditions.

Under the Law on Investment 2025, an amendment is typically required in the following scenarios:

Group 1: Changes to project and investor identification

• Changing the name of the investment project.
• Changing the investment project code.
• Changing investor information (nationality, passport, headquarters, legal representative, etc.).
• Changing the investor implementing the project.

Group 2: Changes to location and project scale

• Changing the location of the investment project.
• Changing the land area, premises, or production/business facilities.
• Changing project objectives or expanding/reducing the project scale.

Group 3: Changes to capital and financial structure

• Changing the investor’s contributed capital (charter capital).
• Changing mobilized capital (investment capital).
• Changing the schedule for capital contribution or mobilization.

Group 4: Changes to implementation progress

• Changing the progress of achieving project objectives.
• Adjusting the progress of each stage for projects divided into phases.

Group 5: Changes to duration and operational conditions

• Changing the operation term of the investment project.
• Changing the conditions applied to the investor during project implementation.

Group 6: Changes to investment incentives and support

• Changing the forms of investment incentives enjoyed.
• Changing the basis or conditions for applying incentives and investment support.

Critical notes when changing an IRC in Vietnam

When an enterprise performs an Investment Registration Certificate amendment in Vietnam, it must often simultaneously conduct related legal procedures to ensure the integrity of the corporate legal profile, including:

• Adjusting the Enterprise Registration Certificate (ERC) to ensure information consistency between the IRC and ERC.
• Adjusting the Business License for FDI companiess operating in the distribution of goods or conditional business lines as prescribed by Vietnamese law.

Dossier for Investment Registration Certificate amendment Vietnam

To successfully process an amendment of IRC Vietnam, investors must prepare a dossier in accordance with the Law on Investment. While requirements vary based on the specific content being changed, the standard dossier typically includes:

Written request for project adjustment

This is the primary document detailing the proposed changes, such as investment capital increases, location changes, or new project objectives.

Project implementation status report

Investors must provide a report on the project’s progress up to the time of amendment, covering capital contribution, construction progress, or business activities.

Investor’s decision on project adjustment

Depending on the corporate structure, the decision is issued by:

• The Company Owner
• The Members’ Council
• The Board of Directors

Supporting documentation for changes

Depending on the specific case, investors must provide:

• New location lease agreements.
• Financial capacity reports.
• Project transfer agreements.
• Proof of capital contribution.

Case-specific documentation

• Investor info changes: Legal status documents (Business License of the parent company or Passport for individual investors).
• Representative changes: Certified copies of Passports and residence certifications/temporary residence cards.
• Location changes: Land/office lease agreements, land use right certificates of the lessor, and the lessor’s business registration with real estate business functions.
• Capital changes: Documents proving the financial capacity of the investor, one of the following documents:

Documents proving the investor’s financial capacity

Procedures for the Amendment of IRC Vietnam

The procedure to change the Investment Registration Certificate Vietnam is conducted at the investment registration authority as defined by the Law on Investment. The process varies based on whether new investors are joining the project.

Procedures for the adjustment of Investment Registration Certificate in Vietnam

Procedure for IRC amendment without new investors

If the change only concerns project content (location, objectives, scale, capital) without new investors:

• Step 1: Adjust the Enterprise Registration Certificate if the project changes affect corporate registration information.
• Step 2: Submit the dossier to the investment registration authority to adjust the IRC.
• Step 3: Adjust or apply for relevant sub-licenses (e.g., International Travel License, Food Safety Certificates, Language Center Licenses, or Business Licenses under Decree 09/2018/ND-CP).

Procedure for IRC amendment with new foreign investors

When a foreign investor contributes capital or purchases shares/stakes:

• Step 1: Register the capital contribution or share purchase at the investment registration authority.
• Step 2: Update the ERC to reflect the new investor information.
• Step 3: Update the corporate seal or information as per current regulations.
• Step 4: Submit the IRC amendment dossier to update new investor details and project content.
• Step 5: Apply for or adjust specialized sub-licenses if required for conditional sectors.

Timeline for IRC amendment procedures

Under current regulations, the processing time for an Amendment of Investment Registration Certificate in Vietnam (2026 Guide) is typically 10 to 15 working days from the date the authority receives a valid dossier.

Specifications for IRC amendment dossier preparation

Dossiers must meet the following standards:

• Drafted in Vietnamese or bilingual Vietnamese-English.
• Bound into complete sets.
• Included table of contents in order.
• The cover must clearly state: The name of the enterprise/project, the type of dossier (IRC Amendment), and applicant contact information.

Cases of ERC changes not requiring IRC amendment in Vietnam

Not every change in an FDI companies requires an Investment Registration Certificate amendment in Vietnam. In several cases, only the ERC needs updating:

• Changing the enterprise name (not linked to the project name).
• Changing the headquarters address (if it does not change the project implementation location).
• Changing contact info (phone, email, website).
• Changing the legal representative.
• Changing the authorized representative of an organizational owner/member.
• Updating tax registration information for FDI companiess.

Conditions for amending an Investment Registration Certificate in Vietnam

FDI companies may only adjust their IRC when meeting these conditions:

• Valid IRC: The project must be within its operational term and the IRC must be valid. Expired projects must be extended first.
• No legal violations: The investor must not violate obligations recorded in the IRC or relevant laws. Administrative fines in the investment sector must be settled and remedial measures completed before filing.
• Valid Dossier: The dossier must be accurate, complete, and compliant with laws regarding investment, enterprises, land, environment, and tax.

Authority to amend the Investment Registration Certificate

The competent authority is determined by the project’s location and nature:

Authority to Carry Out Procedures for adjustment of Investment Registration Certificate in Vietnam

Department of Finance, where the company is headquartered:

• Projects outside industrial parks, export processing zones, high-tech zones, and economic zones.
• Infrastructure development projects in areas without a Management Board.
• Projects spanning two or more provinces/cities.
• Projects implemented both inside and outside specialized zones.

Management Board of Industrial Parks, Export Processing Zones, High-tech Zones, and Economic Zones:

• Infrastructure development within these zones.
• Projects located entirely within these specialized zones.

Special notes on Investment Registration Certificate adjustment

FDI companiess should consider the following to avoid legal risks:

• Separation of Certificates: If using the old “Investment Certificate” (which combined business and investment registration), it must be split into a separate ERC and IRC before making amendments.
• Capital Contribution: New investors must contribute capital through the enterprise’s investment capital account at a bank according to the schedule in the IRC. Failure to do so requires a progress extension and may incur administrative fines.
• Investment Reporting: Enterprises must comply with periodic reporting (quarterly and annually) as specified in Article 3 of the IRC. Failure to report may result in penalties.
• Conditional Sectors: If the amendment introduces conditional business lines, the enterprise must ensure compliance with specialized laws regarding legal capital, practice certificates, and facilities.

Reasons for amending the Investment Registration Certificate

Adjusting the IRC is essential for:

• Legal Compliance: It is a mandatory procedure under the Law on Investment. For example, banks only allow capital transfers if the contribution schedule matches the IRC.
• Transparency and Reputation: Keeping information updated demonstrates compliance and builds trust with authorities and partners.
• Reinvestment Rights: Proper IRC updates (such as increasing capital or scale) allow investors to legally use retained profits for project expansion.

Frequently Asked Questions (FAQs)

Is there a fee for IRC amendment?

Currently, there is no official state fee for the issuance of an amended IRC in Vietnam.

Are there penalties for not adjusting the IRC?

Yes. Failing to adjust an IRC when project changes occur can result in administrative fines ranging from 70,000,000 VND to 100,000,000 VND.

Does changing an investor’s name require an IRC amendment?

Yes. A change in the name of the investor necessitates a procedure to change Investment Registration Certificate Vietnam.

Can investment capital be higher than charter capital?

Yes. Investment capital includes charter capital (committed by investors) plus other mobilized sources like loans from parent companies or credit institutions.

When to adjust IRC content?

The investor must carry out the procedures for adjusting the IRC when there is a change that affects the contents recorded on the Investment Registration Certificate, such as:

• Investors
• Investment capital
• Project Objectives
• Project Location
• Duration of operation of the project

How long does the amendment take?

Typically 10–15 working days for a valid dossier. Simple changes like name updates may be processed faster.

At which agency is IRC regulated?

The investor shall submit an IRC adjustment dossier at the competent investment registration agency, including:

• Provincial-level Finance Departments or provincial-level investment registration agencies, for projects outside industrial parks, export processing zones, hi-tech parks or economic zones;
• Management boards of industrial parks, export processing zones, hi-tech parks or economic zones, for projects implemented in these zones.

IRC Amendment Services by Viet An Law

Viet An Law provides a full-package service for the Amendment of Investment Registration Certificate in Vietnam (2026 Guide). Our support includes reviewing legal conditions, drafting dossiers, representing clients before state authorities, adjusting the ERC, and assisting with all post-adjustment sub-licenses.

If you need to amend or change your Investment Registration Certificate (IRC) or Enterprise Registration Certificate (ERC). Please contact Viet An Law directly for detailed advice and the best possible assistance, at reasonable costs and with the best service!