Meeting the conditions for the issuance of an Investment Registration Certificate (IRC) in Vietnam is a primary legal basis that foreign individuals and organizations must firmly grasp when executing investment projects in Vietnam. The assessment and consideration for issuing the IRC are carried out by State authorities based on strict criteria regarding feasibility, planning, as well as market access limitations. So, under current regulations, what specific requirements are included in satisfying the conditions for IRC issuance? The article below provides a detailed summary to help investors prepare documents accurately and transparently and optimize procedure execution time.

What is Investment Registration Certificate (IRC) in Vietnam?

Clause 11, Article 3 of the Vietnamese Law on Investment 2025 stipulates: “An Investment Registration Certificate is a document in paper or electronic form recording the investor’s registration information regarding an investment project.”

The latest 2026 template for the Investment Registration Certificate (for new issuance) is Form I.2.6, pursuant to Circular 55/2026/TT-BTC.

Conditions for issuance of the Investment Registration Certificate in Vietnam

Pursuant to Clause 3, Article 39 of Decree 96/2026/ND-CP, the investment registration agency shall consult local state management agencies where necessary and issue the IRC to the investor within 10 working days from the date of receipt of a valid dossier, provided the project meets the following conditions:

Not falling under prohibited business sectors under investment law and international investment treaties

Pursuant to Article 6 of the Vietnamese Law on Investment, business lines prohibited from investment include:

Project execution location

The location for the investment project is established based on information regarding documents proving land use rights – which competent state agencies can verify via databases – or through valid copies of land use rights documents, valid copies of site lease agreements, or other documents confirming the right to use the site for the project.

The dossier proving the legality of the site, as accepted by state agencies, must include one of the following:

• Information for database verification: The investor provides accurate information regarding documents proving land use rights, allowing competent authorities to cross-check this directly against the national land database.
• Documents proving land use rights: A valid copy of documents evidencing land use rights (e.g., the Certificate of Land Use Rights and Ownership of Houses and Other Assets Attached to Land).
• Site lease agreement/contract: A valid copy of the lease contract or an agreement in principle regarding the lease (this is the most common document for foreign investors subleasing land or factory premises in industrial zones, or leasing office space).
• Other alternative legal documents: Other valid documents of equivalent legal validity that sufficiently establish the investor’s right to use the site.

Investment project compliance with master planning

To be granted an Investment Registration Certificate, a project must meet the criterion of conformity with the relevant planning. Pursuant to Clause 7, Article 32 of Decree 96/2026/ND-CP, state authorities will appraise the project’s conformity based on the following sets of criteria:

• Spatial planning alignment: The project must be compatible with the goals, vision, and orientation for the distribution of socio-economic activities within the master planning system.
• Urban and rural planning alignment: Appraisal authorities prioritize assessing the project’s conformity with zoning plans. In cases where the proposed site does not require a zoning plan, or where a zoning plan is undergoing unapproved revisions, the project will be directly cross-referenced against the master plan.
• Resource usage requirements: The scale, location, and nature of the project’s activities must align with land-use, forest-use, or marine-area-use plans (where applicable).
• Concurrent assessment criteria: Depending on the sector and scale, a project applying for an IRC must also satisfy the following relevant conditions:
• Ensure socio-economic efficiency and meet preliminary environmental impact assessment requirements.
• Align with housing and urban development orientations (for real estate projects).
• Comply with technology appraisal standards (if subject to restrictions).
• Ensure adherence to principles regarding the protection and promotion of cultural heritage values ​​and historical sites.

Satisfaction of investment rate requirements

For projects requiring the State to allocate land, lease land, or permit a change in land use purpose, investors must demonstrate their financial capacity and project scale by meeting specific investment rate standards.

• Investment rate per land area: Investors are required to ensure a minimum investment capital level per unit of land area (hectare/m²), in accordance with regulations issued by the provincial People’s Committee.
• Labor force requirements: Depending on the nature of the project and local characteristics, the project may be required to commit to employing a specific minimum number of workers.
• Basis for application: These criteria are not applied uniformly across the board; rather, they are formulated based on the actual socio-economic development conditions of each locality and must be approved by the Standing Committee of the provincial People’s Council before promulgation.

Satisfaction of market access conditions for foreign investors

Current Vietnamese law applies a “Negative List” approach to foreign investors. This means foreign investors are subject to the same market access conditions as domestic investors, except for business lines included in the “List of business lines with restricted market access”.

To comply with this requirement, the application dossier for an Investment Registration Certificate (IRC) must satisfy the following four criteria:

• Charter capital ownership ratio: Must not exceed the maximum ownership limit for foreign investors prescribed by specialized laws or international commitments (e.g., WTO, CPTPP, EVFTA). For example, the commercial advertising sector requires foreign investors to form a joint venture with a Vietnamese partner; 100% foreign ownership is not permitted.
• Investment form: Certain specific sectors only permit investment via a Business Cooperation Contract (BCC) or a joint venture, prohibiting the establishment of a 100% foreign-owned economic organization.
• Scope of investment activities: FDI enterprises may face geographical or territorial restrictions on their operations in certain sectors (e.g., real estate, retail distribution).
• Capacity of the investor and participating partners: Investors must demonstrate relevant experience and financial capacity or meet legal status requirements (e.g., some sectors require the foreign legal entity to be actively conducting business in the same field in their home country).

The investment registration authority will cross-reference the project’s intended business lines against the following two groups to decide:

Satisfaction of technology usage conditions for projects subject to consultation on technology

In addition to planning and security considerations, a technology appraisal is a mandatory prerequisite for the issuance of an IRC for certain specific projects, aimed at preventing the introduction of outdated, energy-intensive, or polluting technologies into Vietnam.

• Applicability: This requirement applies only to projects of foreign investment in Vietnam utilizing technologies listed in the “List of Technologies Restricted from Transfer” or projects posing potential adverse environmental impacts that involve the use of technology.
• Appraisal Process: During the application review process, the investment registration authority will seek an appraisal opinion from the state management agency for science and technology (either the provincial Department of Science and Technology or the Ministry of Science and Technology). A project becomes eligible for the issuance of an IRC only upon receipt of a technology appraisal confirming compliance with technical, safety, and environmental protection standards in accordance with current regulations.

Conditions for IRC issuance in Vietnam: Projects inside and outside industrial zones

Which authority has the competence to issue the IRC in Vietnam?

Currently, the authority to issue IRCs is stipulated in Article 27 of the Law on Investment 2025 as follows:

• Management boards of industrial parks, export processing zones, high-tech zones, and economic zones shall issue, adjust, and revoke Investment Registration Certificates for investment projects located within industrial parks, export processing zones, high-tech zones, concentrated information technology zones, and economic zones, except for cases specified in item (3).
• The Department of Finance shall issue, adjust, and revoke Investment Registration Certificates for investment projects located outside industrial parks, export processing zones, high-tech zones, and economic zones, except for cases specified in item (3).
• The investment registration agency of the locality where the investor implements the investment project or locates (or intends to locate) the executive office for the project shall issue and amendment of Investment Registration Certificate in Vietnam for the following investment projects:
• Investment projects implemented across two or more provincial-level administrative units;
• Investment projects implemented both inside and outside industrial parks, export processing zones, high-tech zones, and economic zones;
• Investment projects located in industrial parks, export processing zones, high-tech zones, concentrated information technology zones, or economic zones where a management board for such zones has not yet been established.

Some related questions

Can a foreign investment project be granted an IRC if it does not yet align with the current land-use plan?

No. Under the Law on Investment 2025, alignment with the land-use plan is a prerequisite. If there is no alignment, state authorities will refuse to issue the IRC until the competent authority approves an adjustment to the plan.

Does a foreign investor investing in a sector not covered by WTO commitments meet market access conditions?

Possibly. Under Decree 96/2026/NĐ-CP, for sectors without specific commitments, the investment registration agency must seek the opinion of the relevant specialized ministry. If the specialized ministry approves, this condition is considered satisfied.

To which projects do national defense and security conditions apply?

They mandatorily apply to projects involving foreign investors seeking an IRC in sensitive locations, such as islands, border communes/wards/towns, coastal areas, or other zones affecting national defense and security.

Does a project involving the lease of office space in a commercial building require a rigorous environmental assessment when applying for an IRC?

Generally, no. If the project involves only commercial office or service activities that do not generate hazardous waste, environmental conditions are assessed based on a basic environmental protection commitment, without requiring a complex Environmental Impact Assessment (EIA).

Must an economic organization with 49% foreign capital satisfy IRC issuance conditions when establishing a new project?

No. Economic organizations with foreign capital ratios of 50% or less are subject to the same investment conditions as domestic investors; therefore, they are not required to obtain an Investment Registration Certificate.

Author: Trainee Lawyer Do Quynh Trang

Reviewing and supervising lawyer: Lawyer Trung Thi Lieu – over 15 years of experience.

Hotline/ Zalo/ Whatsapp: 09 61 57 18 18

Email: info@vietanlaw.com

Hanoi Office: 3rd Floor, Hoang Ngan Plaza Building, 125 Hoang Ngan, Yen Hoa Ward, Hanoi

Ho Chi Minh City Office: Units 2.26–2.27, Charmington La Pointe Building, 181 Cao Thang, Hoa Hung Ward, Ho Chi Minh City.

If you have any questions regarding the conditions for obtaining an Investment Registration Certificate, please contact Viet An Law for assistance!