Changing IRC and ERC Information

In the process of operating investment projects, along with changes in the economy, businesses are also required to change their business plans to suit the times. Updating and changing important documents such as the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) is essential to ensure that the operation of the business is always in accordance with applicable legal regulations. So when to change the IRC first and when to change the ERC first. Viet An Law would like to guide customers through the article below.

What is IRC and ERC?

• ERC (Enterprise Registration Certificate): This stands for Enterprise Registration Certificate – a type of mandatory license for all businesses operating in Vietnam, regardless of whether it is a domestic enterprise or a foreign-invested enterprise. ERC records full information about enterprises according to Article 28 of the Law on Enterprises 2020, including:
  • The name of the enterprise and the enterprise code;
  • Address of the head office of the enterprise;
  • Full name, contact address, nationality, number of legal papers of the individual, for the legal representative of the limited liability company and the joint-stock company;
• IRC (Investment Registration Certificate): This stands for Investment Registration Certificate. This document is only for foreign-invested enterprises. IRC confirms that the investment project of the enterprise has been licensed and allowed to operate in Vietnam. The content of IRC is specified in Article 40 of the Law on Investment 2020 including:
  • Name of the investment project.
  • Investment project code.
  • Location of investment project, land area.
  • Objectives and scale of investment projects.
  • Investment capital of investment projects (including contributed capital of investors and mobilized capital).
  • Operation duration of the investment project.
  • Progress of implementation of investment projects

Difference Between IRC and ERC

Change information on ERC and IRC

According to Clause 2, Article 128 of Decree No. 31/2021/ND-CP detailing and guiding the implementation of a number of articles of the Law on Investment as follows:

“In case of simultaneous adjustment of business registration contents and investment project contents, the economic organization shall carry out procedures for adjusting business registration contents at the business registration agency to be granted an enterprise registration certificate as prescribed in Clause 1 of this Article. After being granted an enterprise registration certificate, the economic organization shall adjust the contents of the investment project at the investment registration agency to be granted an investment registration certificate according to regulations”

Thus, in case the enterprise changes the information on ERC and IRC paper, it will have to change it on IRC first (except for the case of changing the investment project capital).

Record of change of information on ERC

Depending on the content to be changed, the composition of the submitted dossier will be different, but a basic set of dossier includes the following documents:

The record of changing information on the ERC usually includes:

• Notice of change of business registration: According to the prescribed form, there is full information about the enterprise and the content to be changed.
• Resolutions/Decisions of competent agencies: Depending on the type of business and the changed contents, there will be different types of resolutions/decisions (such as resolutions of the General Meeting of Shareholders, decisions of the Owners, etc.).
• Documents proving the change: Documents proving the change of information (e.g., new lease contract in case of change of head office address + location of investment project, appointment decision in case of change of legal representative of ERC and IRC, documents proving capital increase…).
• Other documents: Additional documents may be required depending on the specific case.

Records of information changes on IRC

Depending on the content to be changed, the composition of the submitted dossier will be different, but a basic set of dossier includes the following documents:

• Written request for adjustment of the investment certificate;
• Report on the implementation of the investment project up to the time of requesting adjustment of the investment project;
• Investment report (Business report submitted online on the dautunuocngoai.gov.vn;
• Decision on adjustment of investment projects of investors;
• The company’s financial statements are audited in the year immediately preceding the time of adjustment of the Investment Certificate;
• An investment project proposal includes the following contents: the investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, investment schedule, labor demand, proposal for investment incentives, impact assessment, etc socio-economic efficiency of the project (for projects that have not been granted Investment Registration Certificates and Enterprise Registration);
• 01 certified copy of the Investment Certificate;
• Other documents: Additional documents may be required depending on each specific case and the provisions of the law.

Customers who need to change information on ERC and IRC, please contact the Viet An Law directly for detailed advice and the best support!