Adjustment of Investment Certificate in Vietnam

For FDI enterprises in the process of implementing investment projects, if there are changes in the information on the Investment Registration Certificate (also known as Investment Certificate – IRC), it is necessary to carry out procedures to adjust the Investment Certificate. Based on the amended Investment Law 2024 officially applied in 2025, Viet An Law summarizes legal regulations related to procedures on adjustment of investment certificate in Vietnam.

Conditions for enterprises to be able to adjust investment certificate in Vietnam

• IRC investment certificate is still valid and within the prescribed period;
• The investor does not violate the provisions recorded on the Investment Certificate and the provisions of law. In case of violation, it is necessary to complete the administrative violation handling before the procedure to adjust the Investment Certificate can be carried out;
• Information on the Investment Certificate adjustment file is accurate and in accordance with the provisions of law.

Cases where it is mandatory to adjust the investment registration certificate

• Change the name of the investment project;
• Investment project code;
• Change investor information;
• Change of investor;
• Change of project implementation location and land use area.
• Change the goals and scale of investment projects.
• Changes in investment project capital (including investor’s contributed capital, i.e., increase or decrease in charter capital, and mobilized capital, i.e., increase or decrease in investment capital).
• Change the duration of the investment project.
• Changes in the progress of investment project implementation, including:
  • Progress of capital contribution and capital mobilization;
  • Progress of implementation of main operational objectives of the investment project. In case the investment project is divided into phases, the progress of implementation of each phase must be specified.
• Change the form of incentives, investment support, and the basis and conditions for application (if any).
• Change the conditions for investors implementing investment projects (if any).

When an enterprise carries out procedures to adjust the Investment Certificate, it must also change related contents in the Enterprise Registration Certificate. For FDI companies that engage in the trading of goods, if they are granted a Business License, these licenses must also be adjusted.

Authority to perform procedures for adjustment of investment certificate in Vietnam

Department of Planning and Investment where the company is headquartered

• Investment projects outside industrial parks, export processing zones, high-tech zones, and economic zones;
• Investment projects on developing infrastructure of industrial parks, export processing zones, high-tech zones, and investment projects in industrial parks, export processing zones, and high-tech zones in localities where Management Boards of industrial parks, export processing zones, and high-tech zones have not been established.
• Investment projects implemented in many provinces and centrally-run cities;
• Investment projects are implemented simultaneously inside and outside industrial parks, export processing zones, high-tech zones, and economic zones.

Management Board of industrial parks, export processing zones, high-tech zones, and economic zones of the province where the company is headquartered

• Investment projects for developing infrastructure of industrial parks, export processing zones, and high-tech zones;
• Investment projects implemented in industrial parks, export processing zones, high-tech zones, and economic zones.

Application for adjustment of Investment Registration Certificate

(Applicable in normal cases, i.e., for projects that do not require an Investment Policy Decision)

• Document requesting adjustment of Investment Certificate;
• Report on the implementation status of investment projects up to the time of adjustment;
• Investor’s decision on investment project adjustment for institutional investors or equivalent document for individual investors;
• Current Investment Registration Certificate;
• Audited financial statements of the company for the year immediately preceding the time of adjustment of the Investment Certificate;
• Investment project proposal if the project uses land according to regulations: including the following main contents: investor or form of investor selection, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, implementation progress, information on current land use status at the project implementation location and proposed land use demand (if any), labor demand, proposal for investment incentives, impact, socio-economic efficiency of the project, preliminary assessment of environmental impact (if any) according to regulations of law on environmental protection. In case the law on construction stipulates the preparation of a pre-feasibility study report, the investor may submit a pre-feasibility study report instead of the investment project proposal;
• In case the investment project does not request the State to allocate land, lease land, or allow a change of land use purpose, it must submit a copy of the land use rights document or other document determining the right to use the location to implement the investment project;
• Explanation of technology used in investment projects for projects subject to technology appraisal and consultation according to regulations of law on technology transfer;
• BCC contract for investment projects in the form of a BCC contract;
• Other documents related to the investment project, requirements on conditions, and capacity of investors according to the provisions of law (if any).

In addition, depending on the content of the change, the company needs to explain or provide documents related to the adjustment of the following contents:

In case of a change in investor information

The company needs to provide documents on the legal status of the investor related to the content of the change:

• Certificate of operation of the parent company for institutional investors;
• Investor’s passport if the investor is an individual;

In case of changing the representative managing the investor’s capital contribution

Certified copy: Passport, residence confirmation/temporary residence card of the representative managing the new capital contribution.

In case of a change of location of investment project implementation, company headquarters, land use area

The company needs to provide the following additional documents:

• Land lease contract, office lease contract to register project implementation location;
• Land use right certificate of the lessor or investor or other alternative legal documents;
• In case of leasing land or office from another enterprise, it is necessary to provide the Enterprise Registration Certificate of the lessor with real estate business function.

In case of a change of charter capital, the investment capital of the project

Documents proving the financial capacity of the investor include one of the following documents:

• Financial statements for the last 2 years;
• Commitment of financial support from parent company/financial institution;
• Guarantee of financial capacity of investors;
• Other documents proving the financial capacity of the investor.

Procedures for adjustment of investment certificate in Vietnam

Procedures for adjusting the Investment Registration Certificate without new members or shareholders contributing capital

Procedures for adjusting the Investment Registration Certificate are carried out in the following steps:

• Step 1: Change relevant content on the Enterprise Registration Certificate.
• Step 2: Carry out procedures for adjusting and granting investment registration certificates (old investment project part) according to investment procedures;
• Step 3: Adjust or re-issue the Business Eligibility Certificate such as International Travel Business License/ Food Safety Certificate / License to operate a foreign language center, study abroad center/ Business License (Only applicable to businesses adding additional business lines to exercise the right to distribute retail goods, lease goods, and other business lines as prescribed in Decree 09/2018/ND-CP)…

Procedures for adjusting the Investment Certificate when a new foreign investor contributes capital, purchases shares, or contributes capital to the company

• Step 1: Investors submit their application to the investment registration agency where the economic organization has its head office to register for capital contribution, purchase of shares, and capital contributions to a foreign-invested company;
• Step 2: The investor applies to the business registration authority to complete the procedure for recording investor information on the Enterprise Registration Certificate (In case the enterprise has not separated the investment certificate and the Enterprise Registration Certificate, the separation procedure will be carried out at step 2. The Enterprise Registration Certificate number is also the tax code of the enterprise that has been granted.
• Step 3: In case the legal seal of the enterprise must be re-engraved according to the information on an Enterprise Registration Certificate (i.e., the tax code of the enterprise) in accordance with the current records of the domestic enterprise.
• Step 4: Carry out procedures to adjust the investment certificate, update information of the new investor, and adjust contents related to the investment project.
• Step 5: Apply for a Business Eligibility Certificate for conditional business lines according to specialized laws.

The time limit for carrying out procedures to adjust the Investment Certificate

Normally within 10-15 working days from the date of receipt of valid documents.

Procedures for completing the application for adjusting the Investment Certificate

• Documents are drafted in Vietnamese or Vietnamese and a common foreign language;
• Bound into books with hard covers (no ring binders);
• Table of contents (write in the order of file items as instructed above)
• The content written on the cover of the file must clearly state the company/Project name, type of Adjustment file, and information of the submitter (Name, phone number, address).

In cases of changing business registration information, it is not necessary to adjust the Investment Certificate; it is only necessary to change the Enterprise Registration Certificate.

• Change of business name (if not associated with a project name change);
• Change of head office address (if not associated with the change of project implementation location);
• Change company contact information (phone number, email, fax, website);
• Change of legal representative of the enterprise;
• Change of capital management representative for owners/ shareholders/ members who are organizations;
• Change the tax registration information of the FDI company.

When a business changes its business registration information, it only needs to carry out the procedure to change the Enterprise Registration Certificate at the Business Registration Office – Department of Planning and Investment like a Vietnamese capital enterprise.

Some special notes when adjusting the investment registration certificate

• For enterprises that have not yet completed the procedure to separate the Investment Certificate into an Enterprise Registration Certificate, they must separate the Investment Certificate.
• After adjusting the investment certificate, the enterprise needs to carry out some procedures to avoid unexpected legal procedures as follows:
• If the enterprise changes and has new capital contributors, it is important to note that the new investor must contribute capital to the enterprise’s capital transfer account and must pay attention to contributing on schedule according to the time limit committed in the Investment Registration Certificate. In case the investor does not contribute capital on the schedule committed in the Investment Registration Certificate, the enterprise must complete procedures to extend the capital contribution and be fined according to the provisions of law.
• Enterprises should note the reporting procedures and reporting forms of enterprises according to the recorded content and investment reporting obligations of enterprises (Usually stipulated in Article 3 of the Investment Registration Certificate);
• For newly adjusted business lines that are conditional, businesses are required to ensure conditions during operation.

Reasons for needing to adjust the Investment Certificate

• Adjusting the Investment Certificate is a mandatory procedure for investors to meet the conditions prescribed by law. For example, if a company is slow to contribute capital according to the capital contribution schedule, it is required to adjust the capital contribution deadline to be able to receive capital contributions through the company’s capital account. Accordingly, if a company has not implemented the change, the Bank will not be able to perform this transaction for the company. This condition is similar when the company wants to perform the procedure to increase charter capital or investment capital;
• Ensuring transparency and trust of investors when implementing investment projects in Vietnam;
• Ensure the requirements of relevant agencies, partners, and customers during business operations in Vietnam.
• Ensure that investors’ retained earnings are used for reinvestment (if any).

Some frequently asked questions when carrying out procedures to adjust Investment Certificates

Is there a fee for adjusting the investment certificate?

Currently, foreign-invested enterprises do not have to pay fees for issuing adjusted Investment Registration Certificates when carrying out procedures to adjust investment projects.

Is there a penalty for not adjusting the Investment Registration Certificate?

Investors carry out procedures to adjust the Investment Registration Certificate in case the adjustment of the investment project changes the contents of the Investment Registration Certificate. Therefore, when changing the contents of the Investment Project, it is necessary to adjust the Investment Registration Certificate. Failure to adjust the investment project may result in a fine of VND 70,000,000 to VND 100,000,000 (Article 17, Decree 122/2022/ND-CP).

Does changing the investor’s name require adjusting the investment certificate?

According to Article 47 of Decree 31/2021/ND-CP, in case of changing the investor’s name, it is necessary to carry out procedures to adjust the investment certificate.

Can investment capital be higher than charter capital?

It is possible to register an investment capital that is higher than or equal to the charter capital. Accordingly, the charter capital is the capital committed by the investor, and the investment capital includes the charter capital committed by the investor and the capital mobilized by the investor from outside, such as loans from the parent company or credit institutions or other mobilized capital sources. Note that for borrowed investment capital, including loans from the parent company, the company must notify or register the foreign loan with the State Bank according to regulations.

When do I need to change my investment registration certificate?

According to the provisions of Article 41 of the Investment Law applicable in 2025, investors shall carry out procedures to adjust the Investment Certificate in case the adjustment of the investment project changes the content of the Investment Registration Certificate.

How long does it take to adjust an investment certificate?

According to the Investment Law, the time limit for issuing an adjusted investment certificate is 10 working days from the date the investment registration agency receives a valid dossier. Except for the case of changing the project name or changing the investor name, it is 03 working days.

Where do you adjust the investment registration certificate?

Investors submit dossiers for adjusting investment certificates to the investment registration agency. The investment registration agency is the Management Board of industrial parks, export processing zones, high-tech zones, economic zones, or Department of Planning and Investment of the province/city.

Investment Certificate adjustment service of Viet An Law Firm

• Viet An Law advises clients on conditions, documents, and procedures for adjusting investment certificates;
• Draft legal documents for businesses related to the content of adjustments according to legal regulations and information provided by businesses;
• Authorized representative of the client to carry out procedures to adjust the investment certificate at competent state agencies;
• Monitor the process of receiving documents from competent state agencies, explain to state agencies about issues related to documents to adjust the Investment Certificate;
• Guide businesses to carry out legal procedures arising after adjusting investment certificates;
• Consulting on granting and adjusting related sub-licenses after adjusting the investment certificate for the enterprise;
• Consulting on granting changes to Enterprise Registration Certificates after adjusting investment certificates;
• Support legal issues arising during business operations for investors in Vietnam;
• Consulting on tax and accounting procedures for foreign invested enterprises.

Clients who need to change or adjust the Investment Certificate or Investment Registration Certificate in Vietnam, please contact Viet An Law Firm directly for detailed advice and the best support, with the most reasonable cost and the best service!