Investment Certificate Adjustment Services in Vietnam

During project implementation in Vietnam, foreign direct investment (FDI) enterprises may need to increase capital, change locations, add objectives, change investors, adjust schedules, or extend operating terms. These changes not only generate requirements to update the Investment Registration Certificate but can also affect enterprise registration, capital accounts, business licenses, taxes, land, and related specialized legal conditions.

The investment registration certificate amendment service in Vietnam is a comprehensive legal solution supporting investors to review project status, classify the correct procedure, prepare dossiers, represent to explain and perform procedures, and receive the amended Investment Registration Certificate to hand over to clients. Currently, the legal name is Investment Registration Certificate, abbreviated as IRC; however, “investment certificate” is still commonly used by enterprises. (Refer to Clause 2, Article 33 of the Law on Investment 2025, effective from March 1, 2026), investors must perform the investment registration certificate amendment when adjusting the project changes the contents recorded on the Investment Registration Certificate.

With nearly 20 years of experience in foreign investment consulting in Vietnam, Viet An Law Firm provides investment certificate adjustment services in Vietnam with the orientation:

Review the project beforehand – classify the correct procedure – standardize the dossier – represent to explain and submit the dossier – synchronize legal status after the amendment.

What procedures can an IRC amendment in Vietnam include?

Adjusting the Investment Registration Certificate is not always an independent procedure. The scope of work depends on the content of the change, project implementation history, and licensed enterprise permits.

For projects that have received investment policy approval, changing objectives, location, land area, schedule exceeding legal limits, operating term, or investors in some cases may require approval of investment policy amendment before updating the IRC.

Therefore, the investment registration certificate amendment service in Vietnam needs to start from determining the entire legal scope, rather than just reviewing information on the Investment Registration Certificate.

Seven groups of needs for amendment of investment registration certificate in Vietnam that Viet An Law Firm usually receives from FDI enterprises

Adjusting investment capital and contributed capital (charter capital)

Enterprises may request to increase or decrease total investment capital, change the investor’s contributed capital, add loan capital, or restructure project implementation capital.

Viet An Law Firm will consult on:

• Total investment capital and investor’s contributed capital;
• Charter capital on enterprise records;
• Actual capital transferred into Vietnam;
• Capital receiving account;
• Bank documents;
• Currently recorded capital contribution schedule;
• Financial sources for the increased capital.

Capital adjustment must ensure consistent data between IRC, ERC, financial statements, accounting books, bank documents, and investment reports.

Changing project implementation location

An address can be a company headquarters but may not necessarily qualify as a project implementation location (especially for manufacturing FDI enterprises).

Before submitting the dossier, it is necessary to check legal records and conditions related to the project implementation location:

• The lessor’s right to lease;
• Lease term;
• Functions of the building, factory, or land plot and accompanying legal documents (usually the Certificate of land use rights or legally alternative documents);
• Planning and land use purpose;
• Ability to meet business line conditions;
• Construction, environment, and fire prevention records;
• Whether the new location is within an industrial park, economic zone, or functional zone, and whether it comes with specific conditions.

Adding objectives and expanding project operations

When an FDI enterprise wants to provide additional products or services, the new content may change the project objectives on the IRC.

Viet An Law Firm will evaluate and consult on specific contents:

• Market access conditions for foreign investors;
• Foreign investor ownership ratio limits;
• Requirements for capital, experience, or Vietnamese partners;
• Permitted scope of operations;
• Personnel and facility conditions;
• Business licenses or specialized licenses to apply for after the amendment.

Adding investment objectives for FDI companies is implemented differently from companies with Vietnamese capital; it is not simply a procedure to add business lines like domestic enterprises but requires a synchronous assessment of related conditions.

Changing investor information or structure

Common cases include:

• Individual investors changing passports, nationalities, or addresses;
• Institutional investors changing names, headquarters, or legal representatives;
• Receiving new investors;
• Transferring a part or the entire project;
• Transferring capital within the economic organization implementing the project;
• Consolidating, merging, splitting, separating, or converting investors.

Depending on the case, competent authorities may consider the legal status, market access conditions, financial capacity, and the new investor’s ability to inherit rights and obligations. If there is a new investor, the enterprise needs to perform procedures for foreign investors to contribute capital, buy shares, or buy capital contributions.

Adjusting capital contribution schedule or extension term of investment capital contribution

When a project fails to implement correctly or falls behind the registered schedule, the dossier needs to truthfully reflect the actual status and have a plan to continue project implementation to prevent legal risks, administrative fines, or even project revocation.

In this case, Viet An Law Firm assists clients in:

• Aggregating contributed capital;
• Rechecking the capital contribution timeline;
• Construction progress or putting the project into operation;
• Explaining the reasons for the delay;
• Investment reporting obligations;
• Ability to execute the new schedule;
• Outstanding issues to resolve before or concurrently with the amendment procedure.

Adjusting and extending project operating term

Extending the project term depends not only on the investor’s business needs. Competent authorities may also consider the operating status, location, land use rights, financial obligations, technology, and ability to continue implementing the project.

This is a case requiring clear preparation of plans and proving documents, especially when the project is nearing or has expired the term recorded on the Investment Registration Certificate.

Transferring, splitting, or reorganizing the investment project

Project transfer activities may simultaneously involve:

• Conditions of the transferor;
• Status and capacity of the transferee;
• Land use rights and assets;
• Debts and financial obligations;
• Ongoing contracts;
• Labor relations;
• Specialized licenses;
• Inheriting the rights and obligations of the project.

The Law on Investment 2025 allows investors to adjust, transfer, merge, split, or separate projects, but the implementation must meet the corresponding legal conditions.

Consulting and legal review before drafting dossiers for Vietnam investment registration certificate amendment

Before accepting the service, Viet An Law Firm conducts a preliminary project assessment based on six groups of questions.

1. Does the proposed change alter main information on the IRC?
2. Has the project received investment policy approval or investor approval yet?
3. Has the investor followed the capital contribution schedule and implementation progress?
4. Are the IRC, ERC, investment reports, financial statements, and bank documents consistent?
5. Do the location and expected objectives after amendment meet legal conditions?
6. After receiving the new IRC, what other licenses or information must the enterprise change?

The review results are used to build the procedural route, document list, and service scope suitable for each client’s project and requirements.

Documents enterprises should send early to Viet An Law Firm when wanting investment certificate adjustment services in Vietnam

To be accurately assessed and quoted, enterprises should provide copies of existing documents before preparing notarized or consular legalized versions.

Viet An Law Firm will determine which documents are mandatory, which require explanation, and which should only be prepared as a backup to best support the IRC change.

Dossiers drafted by Viet An Law Firm according to each changed content for Vietnam investment registration certificate amendment

A standard dossier for investment registration certificate amendment usually includes foundational documents such as:

• Written request for project adjustment;
• Report on project implementation status;
• Decision of the investor or economic organization;
• Explanatory document on the changed contents;
• Documents proving the proposed adjusted contents;
• Power of attorney for Viet An Law Firm to perform procedures.

However, the proving and explanatory documents must be drafted according to each specific case:

• For capital increases, the dossier must clarify the capital source, financial capacity, and capital contribution schedule.
• For location changes, the dossier focuses on location use rights, functions, and ability to meet operational conditions.
• For adding objectives, the dossier needs to explain market access conditions and specialized conditions.
• For investor changes, it is necessary to supplement documents on legal status, financial capacity, and the basis for transferring registration rights or project implementation rights.
• For documents issued overseas, consular legalization, translation, and certification are determined according to the document type, issuing country, and related international regulations or treaties.

Current investment forms are issued under Circular No. 55/2026/TT-BTC, effective from May 15, 2026, replacing the previous system of investment forms.

Service implementation mechanism at Viet An Law Firm for investment projects in Vietnam: one focal point, five phases

Review phase

Viet An Law Firm checks IRC, ERC, capital contribution status, progress, investment reports, location, business lines, and specialized licenses.

Enterprises are informed of issues needing supplementation, adjustment, or explanation before submitting the dossier.

Phase of building a plan to handle client requests

Based on the review results, Viet An Law Firm determines:

• Procedure type;
• Processing authority;
• Dossier components;
• Work to be done before and after the amendment;
• Estimated time;
• Costs and service scope.

Phase of drafting and processing dossiers

Viet An Law Firm performs:

• Drafting the written request;
• Preparing the project status report;
• Preparing internal decisions;
• Building the explanatory document;
• Standardizing data;
• Declaring the dossier;
• Representing to submit and track;
• Receiving and processing requests for amendment or clarification;
• Working with competent authorities within the authorized scope.

Handover phase

After receiving the result, Viet An Law Firm hands over the amended IRC, archived dossier set, and a list of tasks the enterprise needs to continue performing according to the changed IRC.

Phase of synchronizing related legal dossiers of the FDI company after IRC changes

Viet An Law Firm advises clients on procedures after changing the IRC or continues to perform full package services for clients after changing the IRC such as: ERC amendment, business license, specialized licenses, and related procedures.

Works to synchronize after receiving the new IRC for FDI projects in Vietnam

Receiving the amended Investment Registration Certificate does not necessarily complete all legal work.

Enterprises need to continue checking and reviewing related contents:

Enterprise Registration Certificate

May need to be changed when the adjusted content relates to name, headquarters address, charter capital, members, owners, business lines, or other enterprise information.

DICA capital account and capital contribution documents

Information about capital amount, capital type, investors transferring capital, and schedule must match the new IRC.

Business licenses and specialized licenses

Adding objectives or changing scale may affect licenses for retail, distribution, education, tourism, logistics, food safety, healthcare, environment, construction, or fire prevention…

Taxes, invoices, and accounting

Enterprises may have to update address, invoice information, assets, capital, transfer transactions, and accounting records.

Investment reports

Subsequent reports must correctly reflect the new objectives, capital, location, progress, and term of the project.

How is the dossier processing time calculated for amendment of investment registration certificate in Vietnam?

The processing time is not the same for all dossiers.

Article 56 of Decree No. 96/2026/ND-CP stipulates a time limit of 03 working days for some simple changes and 07 working days for other adjusted contents not subject to investment policy amendment. The online submission process has its own processing mechanism and may apply a 10-working-day limit from receiving a valid dossier.

The above time limits do not include the time for enterprises to prepare documents, perform consular legalization, amend dossiers, explain, or perform related procedures at relevant competent state agencies.

Amendment service costs for projects in Vietnam are determined according to the specific scope of work

Viet An Law Firm does not apply a common fee for all IRC adjustment dossiers. Costs are determined based on:

• Number of contents needing adjustment;
• Whether the project must amend its investment policy;
• Capital contribution status and reporting compliance;
• Number of investors;
• Whether foreign documents are involved;
• Complexity level of the new location or objectives;
• Need for ERC amendment;
• Specialized licenses;
• Scope of representation and explanation;
• Outstanding issues needing remediation.

After reviewing the IRC, ERC, and proposed changes, Viet An Law Firm sends the client a plan along with a quotation, clearly determining:

• Included works;
• Unincluded works;
• Translation or legalization costs;
• Costs of arising procedures;
• Client’s responsibility for providing documents;
• Payment and result handover timelines.

Coordination of work implementation between the enterprise and Viet An Law Firm for projects in Vietnam

Defining each party’s responsibilities when performing services helps limit delays due to missing documents or ununified adjusted contents.

Contents to check beforehand for projects in Vietnam so the dossier is not requested to be supplemented

Adjustment dossiers are often delayed when:

• Contributed capital does not match the schedule on the IRC;
• Financial statements cannot prove the capacity to implement the increased capital portion;
• The new location does not suit the objectives;
• New objectives belong to restricted market access sectors;
• Name, capital, or address on the IRC and ERC are inconsistent;
• Investment reports have not been fully executed;
• Foreign documents have not undergone consular legalization as prescribed;
• Data in the written request, report, and explanation are inconsistent;
• Lease contract cannot prove leasing rights;
• The project has unresolved violations or issues.

Viet An Law Firm prioritizes identifying these issues immediately upon receiving client information, consulting on handling plans to ensure the amendment procedure is not prolonged.

Values clients receive when using the services of Viet An Law Firm in Vietnam

The service is not merely aimed at receiving a new IRC but also helps enterprises maintain the consistency of all legal records.

Clients are supported to:

• Correctly assess the scope of changes;
• Avoid using a generic dossier set for all projects;
• Simultaneously review investment, enterprise, foreign exchange, tax, and specialized laws;
• Identify risks before submission;
• Have one focal point tracking the dossier;
• Be represented in explanations;
• Receive a list of obligations after amendment;
• Limit situations where a new IRC is issued, but the ERC, capital account, or other licenses still show old information.

Questions related to investment certificate adjustment services in Vietnam

How much does the investment certificate adjustment service cost?

Depending on the content of the adjusted investment registration certificate, there will be corresponding service costs. Usually, the service fee is from 15,000,000 VND and above.

What does the investment certificate adjustment service include?

The service typically includes reviewing the project, determining procedures, making a document list, drafting dossiers, declaring, representing submission, tracking, explaining, receiving results, and guiding works after amendment. The specific scope is recorded in the quotation or service contract.

Does the service include enterprise registration changes?

It is only included when the quotation or contract records the ERC change scope. Enterprises should request clear identification of procedures after the IRC to avoid missing works to be done.

Amend IRC or ERC first?

The order depends on the changed content. In some cases, investment project issues must be handled first, some cases require simultaneous coordination, and some cases only require enterprise registration changes.

Can I adjust the IRC without fully contributing capital?

The enterprise still needs to be evaluated based on its specific status. The dossier must clarify the contributed capital amount, reasons for non-completion, related documents, and plans to continue implementation.

Contact Viet An Law Firm in Vietnam to receive full-package IRC amendment consulting services

Viet An Law Firm provides consulting services, dossier drafting, and represents investors and FDI enterprises in Vietnam to perform procedures for amending the Investment Registration Certificate; concurrently supporting enterprise registration changes, capital accounts, business licenses, and legal procedures arising post-amendment.

Lawyer in charge and reviewing the article: Lawyer Trung Thi Lieu.

Hotline/ Zalo/ Whatsapp: (+84) 961 571 818

Email: info@vietanlaw.com

Hanoi Office: 3rd Floor, Hoang Ngan Plaza Building, No. 125 Hoang Ngan, Yen Hoa Ward, Hanoi City

Ho Chi Minh City Office: Room 04.68, 4th Floor, Hall A, RiverGate Residence Building, 151-155 Ben Van Don, Khanh Hoi Ward, Ho Chi Minh City.