The most common reason an Investment Registration Certificate application is returned is missing evidence of financial capacity or filing with the wrong authority. This is the first legal instrument, and a mandatory one, for most FDI projects establishing a new legal entity in Vietnam, so an error at this stage delays the entire chain of procedures that follows. This article clarifies when an IRC is mandatory, the conditions for issuance, the dossier to prepare, and the competent authority.
What the IRC is and when it is mandatory
The Investment Registration Certificate (IRC) is a document issued by the investment registration authority that records an investor's registered information about an investment project, as defined under the 2020 Law on Investment.
An IRC is mandatory in the following cases:
- A foreign investor carries out an investment project to establish a new economic organisation in Vietnam.
- An investment project under a Business Co-operation Contract (BCC) involves a foreign investor.
An IRC is generally not mandatory in the following case:
- A foreign investor contributes capital to, or purchases shares or contributed capital in, an economic organisation already established in Vietnam, unless the transaction is subject to the capital-contribution registration procedure under regulations (a conditional market-access sector, or ownership exceeding the prescribed threshold).
Determining correctly whether a project falls within the mandatory-IRC category should be done at the planning stage, since it directly affects the entire procedural sequence and implementation timeline.
Conditions for IRC issuance
Under the 2020 Law on Investment, an investment project is considered for an IRC when it simultaneously satisfies the following general conditions:
- Conformity with the national master plan, regional plan, provincial plan, urban plan, and special administrative-economic unit plan (if applicable).
- Satisfying the land-use demand conditions; where the project does not request the State to allocate land, lease land, or permit a change in land-use purpose, approval proceeds on the basis of documents evidencing the right to use the location.
- Satisfying the market-access conditions for foreign investors (if the target business line is on the conditional list).
- Satisfying the specific sector-based conditions applicable to the field of investment (for example, technology, environmental, financial-capacity, or investor-experience conditions in certain specific sectors).
In addition, the project must demonstrate that the investor's financial capacity is commensurate with the registered capital scale — in practice, this is the point the investment registration authority most closely scrutinises.
The IRC application dossier
The standard IRC application dossier comprises the following main documents:
- A written request to implement the investment project.
- An investment project proposal (objectives, scale, investment capital, location, duration, implementation schedule, labour demand, and investment incentives requested, if any).
- Documents evidencing the investor's financial capacity — financial statements for the two most recent years, a parent-company financial-support commitment, a commitment from a financial institution, or a bank guarantee.
- A copy of the passport (for an individual investor) or legal-status documents (for an institutional investor), consularly legalised and notarially translated.
- Documents on the project location — a lease agreement, a principle agreement, or a land allocation/lease decision if already obtained.
- An explanation of technology use, for projects subject to technology appraisal and consultation.
- A copy of the BCC agreement, for investment projects under a Business Co-operation Contract.
The dossier must be prepared in Vietnamese (or bilingually in Vietnamese and English where regulations permit); foreign documents must be consularly legalised and notarially translated before filing.
Issuing authority and processing period
The authority competent to issue an IRC is the Department of Finance (which absorbed the Department of Planning and Investment from early 2025) in the locality where the investor is headquartered or implements the project; if the project is located within an industrial park, export-processing zone, hi-tech zone, or economic zone, competence rests with the relevant zone management board.
As to the processing period, for a project not subject to investment policy approval, the investment registration authority processes the dossier within a set number of working days from the date of receipt of a complete and valid dossier. A project subject to investment policy approval (decided by the National Assembly, the Prime Minister, or the provincial People's Committee) must first go through the policy-approval step before the IRC is issued, making the total time considerably longer than for an ordinary project.
Amending and revoking the IRC
The IRC is not a document fixed for the entire life of the project — the investor must carry out an amendment procedure whenever there is a change to:
- The objectives or scale of the investment project.
- The project location.
- The investment capital, the capital-contribution schedule, or the project implementation schedule.
- The project's operating duration.
- The investor (transfer of the project, or a change of foreign shareholders/members).
The amendment procedure is essentially similar to the procedure for a new issuance, but with a leaner dossier focused on the changed content. An IRC may be revoked (project operations terminated) in circumstances such as: the project ceases operations and the investor fails to complete the required procedure within a set period; the investor fails to implement the project on its committed schedule and is not granted an extension; or the project seriously breaches legal provisions on the environment, land, or labour.
Frequently asked questions
Are the IRC and ERC the same thing? No. The IRC records the right to implement an investment project and is issued by the investment registration authority; the ERC records the establishment of the enterprise and is issued by the Business Registration Office (now part of the Department of Finance). For an FDI project establishing a new economic organisation, the IRC must be obtained first, before applying for the ERC.
Can an investor file the IRC application online? Yes. The National Information System on Foreign Investment allows online filing; however, many localities still require an additional paper copy for cross-checking, so investors should confirm this in advance with the investment registration authority where the dossier is to be filed.
Can an investor file an IRC application before the exact project location has been determined? This is not advisable. The project location is one of the conditions for IRC issuance and affects which authority has competence to process the dossier; investors need documents evidencing the right to use the location (a lease agreement, a principle agreement) before filing.
After the IRC is issued, must the investor contribute the full capital immediately? Not immediately, but the investor must contribute capital on the exact schedule committed and recorded in the IRC. Falling behind the registered schedule can lead to a requirement to amend the licence or a risk of being dealt with under regulations.
Book a consultation with TLA Consulting to have your IRC dossier reviewed and prepared in full from the very first submission.
