Adjustment of Investment Registration Certificate in Vietnam

For FDI enterprises, during the implementation of an investment project, if there are changes to the information stated in the Investment Registration Certificate (IRC), the enterprise must carry out the procedures to amend the certificate. According to the amended Law on Investment 2024, effective in 2025, Viet An Law has summarised the relevant legal provisions on the procedures for adjustment of Investment Registration Certificate in Vietnam of an FDI company as below.

Conditions for enterprises to amend the Investment Registration Certificate

• The IRC is still valid and within its prescribed term.
• The investor has not violated the provisions outlined in the IRC and applicable laws. In the event of any violations, the administrative penalties must be fully resolved before proceeding with the amendment procedure.
• The information in the amendment application must be accurate and comply with legal regulations.

Cases where amendment of the Investment Registration Certificate is mandatory

• Change of the investment project’s name;
• Change of the investment project code;
• Change of investor information;
• Change of investor(s);
• Change of the project implementation location or the land area used;
• Change of the objective, scale of the investment project;
• Change of the investment capital (including the investor’s contributed capital, such as an increase or decrease in charter capital, mobilised capital, and an increase or decrease in total investment capital);
• Change of the project’s operational duration;
• Change of the implementation timeline of the investment project, including:
  • Timeline for capital contribution and mobilisation of capital sources;
  • Timeline for achieving the main operational objectives of the investment project. If the project is implemented in stages, the timeline for each stage must be specified.
• Change of investment incentives, support measures, and their basis and conditions for application (if any);
• Change of conditions applicable to the investor implementing the investment project (if any).

When an enterprise carries out the procedures to amend the Investment Registration Certificate, it must also make corresponding changes to the Enterprise Registration Certificate. For FDI companies engaged in the trading of goods, if they have been granted a Business  License, they must also carry out procedures to amend the Business License.

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

Department of Finance

• Investment projects located outside industrial zones, export processing zones, high-tech zones, and economic zones;
• Investment projects for the development of infrastructure in industrial zones, export processing zones, and high-tech zones, as well as investment projects located in such zones in localities where a Management Board for these zones has not yet been established;
• Investment projects are implemented across multiple provinces or centrally run cities.
• Investment projects are implemented both inside and outside industrial zones, export processing zones, high-tech zones, and economic zones.

Management Boards of Industrial Zones, Export Processing Zones, High-Tech Zones, and Economic Zones in the province where the company’s head office is located

• Investment projects for the development of infrastructure in industrial zones, export processing zones, and high-tech zones;
• Investment projects are implemented within industrial zones, export processing zones, high-tech zones, and economic zones.

Application dossier for amendment of the Investment Registration Certificate

(Applicable in usual cases, for projects not required to obtain an Investment Policy Decision)

• Written request for amendment of the Investment Registration Certificate;
• Report on the implementation status of the investment project up to the time of amendment;
• Investor’s decision on amending the investment project (for institutional investors) or an equivalent document (for individual investors);
• Current Investment Registration Certificate;
• The company’s audited financial statements for the fiscal year immediately preceding the time of amendment of the Investment Registration Certificate;
• Investment project proposal (if the project involves land use as prescribed by law), including the following main contents:
  • Investor or form of investor selection;
  • Investment objectives;
  • Scale of investment;
  • Investment capital and capital mobilisation plan;
  • Location;
  • Duration;
  • Implementation timeline;
  • Information on current land use status at the project site and proposed land use demand (if any);
  • Labour demand;
  • Proposed investment incentives;
  • Economic-social impact and efficiency of the project;
  • Preliminary environmental impact assessment (if any) under the Environmental Protection Law.

In cases where construction law requires a pre-feasibility study report, the investor may submit this report in place of the investment project proposal.

• For projects not requesting the State to allocate land, lease land, or approve a change of land use purpose: a copy of documents proving the right to use land or other documents confirming the right to use the location for project implementation;
• Explanation of the technology used in the investment project for projects subject to examination or consultation on technology, following Technology Transfer Law;
• BCC contract for projects implemented under a Business Cooperation Contract (BCC);
• Other documents related to the investment project, investor eligibility, and capacity as prescribed by law (if any).

In addition, depending on the specific changes, the company must provide explanations or supporting documents related to the amendment of the following contents:

Change of investor information

The company must provide documents evidencing the investor’s legal status related to the change:

• Parent company’s Business Registration Certificate (BRC) for institutional investors;
• Investor’s passport for individual investors.

Change of the authorised representative managing the investor’s contributed capital

• Certified copies of the new authorised representative’s passport and proof of residence/temporary residence card.

Change of project location, company headquarters, or land area used

The company must provide additional documents as follows:

• Land lease contract or office lease agreement for the registered project location;
• Land use right certificate of the lessor or the investor, or other equivalent legal documents;
• If leasing land or office space from another enterprise, ensure that their Enterprise Registration Certificate shows real estate business as part of its registered business activities.

Change of the charter capital or investment capital of the project

Documents proving the investor’s financial capacity, including one of the following:

Procedures for the adjustment of Investment Registration Certificate in Vietnam

Procedures for the adjustment of Investment Registration Certificate (IRC) in Vietnam without new capital-contributing members or shareholders

The amendment process is carried out in the following steps:

Step 1: Amend the relevant information on the Enterprise Registration Certificate (ERC).

Step 2: Apply for the amendment and re-issuance of the Investment Registration Certificate (for the existing investment project) under investment procedures.

Step 3: Amend/ apply for a new Business License that meets the relevant business conditions, such as:

• International travel business license
• Food safety and hygiene certificate
• License for operating a foreign language or overseas study centre
• Business license (applicable for enterprises adding retail distribution, goods leasing, and other business activities as prescribed in Decree No. 09/2018/ND-CP).

Procedures for the adjustment of Investment Registration Certificate (IRC) in Vietnam when a new foreign investor contributes capital, purchases shares, or acquires equity

Step 1: The investor applies to the investment registration authority where the economic organisation is headquartered to register the capital contribution, share purchase, or equity acquisition in the foreign-invested company.

Step 2: Apply to the business registration authority to update the investor’s information on the Enterprise Registration Certificate.

• If the enterprise has not yet separated the Investment Registration Certificate and the Enterprise Registration Certificate, the separation will be carried out at this step.
• The Enterprise Registration Certificate number will also serve as their tax identification number.

Step 3: If necessary, re-engrave the legal entity seal according to the updated information on the Enterprise Registration Certificate (including the tax identification number), consistent with the current record for domestic businesses.

Step 4: Apply for the amendment of the Investment Registration Certificate to update the new investor’s information and other relevant adjustments to the investment project.

Step 5: Apply for a Business License for conditional business lines under specialised regulations.

Processing time

The adjustment of Investment Registration Certificate in Vietnam is completed within 10 to 15 working days from the date of receiving a complete and valid application.

Dossier requirements for the adjustment of  Investment Registration Certificate (IRC) in Vietnam

When preparing the dossier for amending an Investment Registration Certificate, the following requirements must be met:

• The dossier must be prepared in Vietnamese or in both Vietnamese and a common foreign language (English).
• Documents should be bound into separate volumes with hard covers (do not use ring binders).
• Include a table of contents listing documents in the order specified in the application guidelines.
• The cover of the dossier must clearly state:
  • Company name / Project name
  • Type of amendment dossier
  • Information of the applicant (full name, phone number, address)

Cases where enterprise registration information changes without adjusting the IRC

If the changes to the enterprise do not require an amendment to the Investment Registration Certificate, only the Enterprise Registration Certificate (ERC) needs to be updated. Examples include:

• Changing the company name (if not linked to a change in the project name)
• Changing the head office address (if not linked to a change in the project location)
• Updating the company’s contact details (telephone, email, fax, website)
• Changing the legal representative of the enterprise
• Changing the representative managing the capital of the owner/shareholder/member that is an organisation
• Changing registered tax information for an FDI company

Where to Submit

For the above cases, the enterprise only needs to carry out the ERC amendment procedure at the Business Registration Office – Department of Planning and Investment, similar to Vietnamese-owned enterprises.

Special Notes When Amending the Investment Registration Certificate (IRC)

• For enterprises that have not yet separated the IRC from the Enterprise Registration Certificate (ERC):
  The separation procedure must be completed before or during the IRC amendment process.
• Post-amendment compliance requirements:
  After the IRC has been amended, the enterprise should take the following steps to avoid unexpected legal issues:
  1. Capital contribution by new investors:
     • If the amendment includes the addition of new capital-contributing members, the new investor must transfer the capital contribution into the enterprise’scapital account for foreign direct investment.
     • The contribution must be madeon schedule, following the timeline committed in the IRC.
     • If the investor fails to contribute capital on time, the enterprise must carry out thecapital contribution extension procedure and will be subject to penalties as prescribed by law.
  2. Investment reporting obligations:
     • The enterprise must comply with reporting requirements and use the prescribed report forms as stated in the IRC (usually in Article 3).
     • Reports must be submitted under the regulations on investment supervision and evaluation.
  3. Compliance with conditional business lines:
     • If the amendment includes new business lines subject to conditions, the enterprise must ensure compliance with all legal requirements for those business activities throughout its operations.

Reasons for adjustment of Investment Registration Certificate (IRC) in Vietnam

Amending the IRC is a mandatory procedure for investors to meet legal requirements in Vietnam. Common reasons include:

• Compliance with capital contribution deadlines:
• If the enterprise fails to contribute capital according to the registered schedule, it must amend the IRC to extend the contribution deadline. It needs to be done before the capital can be transferred via the company’s capital account.
  • Without this amendment, the bank will not process the capital contribution transaction.
  • This requirement also applies when the company intends to increase its charter capital or total investment capital.
• Ensuring transparency and credibility:
• Amending the IRC helps maintain the investor’s transparency and reliability when implementing an investment project in Vietnam.
• Meeting the requirements of authorities, partners, and clients:
• In many cases, state authorities, business partners, or customers require updated and accurate project information as recorded in the IRC.
• Utilising retained earnings for reinvestment:
• If the investor intends to reinvest retained profits into the project, the IRC must be amended to reflect this capital source.

Frequently Asked Questions (FAQ) on Amending the Investment Registration Certificate (IRC)

1. Is there any government fee for amending the IRC?

Currently, foreign-invested enterprises are not required to pay any fee or charge for the issuance of an amended IRC when adjusting an investment project.

2. Will I be fined if I do not amend my IRC?

Yes. Under the law, investors must carry out IRC adjustments when any change to the investment project affects the registered contents of the IRC.
Failure to amend the IRC may result in an administrative fine ranging from VND 70,000,000 to VND 100,000,000 (Article 17, Decree No. 122/2022/NĐ-CP).

3. Do I need to amend the IRC if the investor’s name changes?

Yes. According to Article 47 of Decree No. 31/2021/NĐ-CP, a change in the investor’s name requires an IRC amendment.

4. Can the total investment capital exceed the charter capital?
   The total investment capital can be equal to or greater than the charter capital.

• Charter capital: The portion of capital the investor commits to contribute.
• Total investment capital: Charter capital with any additional capital mobilised from external sources (e.g., loans from the parent company, credit institutions, or other financing).

Note: For any foreign loans, including loans from the parent company, the enterprise must notify/ register the foreign loan with the State Bank of Vietnam as required by law.

5. When must the IRC be amended?

Under Article 41 of the Law on Investment 2020 (applicable in 2025), an investor must amend the IRC whenever adjustments to the investment project lead to changes in the registered contents of the IRC.

6. How long does it take to amend the IRC?

According to the Law on Investment, the processing time is 10 working days from the date the investment registration authority receives a valid dossier.
Exceptions: change of project name or investor’s name: 03 working days.

7. Which authority handles IRC amendments?

Investors must submit the amendment dossier to the competent investment registration authority, which may be:

• The Management Board of industrial parks, export processing zones, high-tech zones, or economic zones; or
• The Department of Planning and Investment of the province/city where the project is located.

Viet An Law’s services for adjustment of Investment Registration Certificates (IRC) in Vietnam

Viet An Law provides comprehensive legal support to investors and enterprises in the process of adjusting their Investment Registration Certificates, including:

• Consulting on conditions, application dossiers, and procedures for amending the IRC under the current Vietnamese laws.
• Drafting legal documents related to the amendment based on statutory requirements and the information provided by the enterprise.
• Acting as the authorised representative of the client to carry out amendment procedures with the competent state authorities.
• Following up on the application process with the authorities, providing explanations, and resolving any issues to ensure the successful amendment of the IRC.
• Guiding enterprises in completing all post-amendment legal procedures.
• Advising on obtaining or amending related sub-licenses after the IRC is amended.
• Advising on changes to the Enterprise Registration Certificate (ERC) following the IRC amendment.
• Providing ongoing legal support for any issues arising during the investor’s business operations in Vietnam.
• Advising on tax and accounting regulations applicable to foreign-invested enterprises.

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!