Procedures for amending the Investment Registration Certificate for foreign-invested companies in 2025

Amending the Investment Registration Certificate (IRC) for a foreign-invested (FDI) company is a crucial procedure that helps investors update necessary information to ensure strict compliance with the law. Especially in the context of deepening economic integration, Vietnam is striving to improve the investment environment for foreign-invested companies. This article will provide a detailed analysis and evaluation of the procedures for adjusting the IRC for FDI companies in 2025, clarifying the processes, legal requirements, and notable changes.

Legal Basis

In 2025, the adjustment of the IRC for FDI companies will be carried out in accordance with the 2020 Investment Law, Decree No. 31/2021/ND-CP guiding the implementation of the Investment Law, along with relevant circulars and guiding documents. In particular, this adjustment aims to ensure the accuracy and transparency of investment project information, contributing to the improvement of the investment environment in Vietnam..

Cases Requiring IRC Adjustment

The primary scenarios where an enterprise must amend its Investment Registration Certificate include:

• Change of investor information: When there are changes in nationality, shareholder structure, foreign investor ownership ratio, or changes related to the investor’s legal status.

• Change of project scale or location: When an FDI company needs to expand its production or service scale, or change the location where the investment project is executed.

• Adjustment of investment objectives and business lines: When there are changes to the business lines or operational objectives of the investment project, including the alteration or addition of business lines.

• Change of investment capital: When an FDI company increases or decreases the project’s investment capital compared to the initially registered amount.

• Transfer or change of investment form: When an FDI company transfers capital contributions or changes the form of investment.

Procedure for Amending the IRC

The procedure for adjusting the IRC for an FDI company involves the following basic steps:

• Step 1: Prepare the adjustment dossier. The company must prepare a complete dossier as prescribed by law, including relevant documents such as a copy of the current Investment Registration Certificate, documents proving the proposed changes, and other valid papers.
• Step 2: Submit the dossier to the investment registration authority. The company must submit the dossier to the provincial-level investment registration authority where the enterprise is operating. This authority will review and verify the validity of the dossier.
• Step 3: Process the dossier and resolve the request. The investment registration authority will review and appraise the dossier within a maximum of 15 working days from the date of receiving a complete and valid dossier. If the dossier is incomplete, the authority may request additional information or documents.
• Step 4: Issue the amended Certificate. If the dossier is valid and complete, the investment registration authority will issue an amended Investment Registration Certificate to the FDI company.

Special Requirements When Adjusting the IRC

FDI companies must note several special requirements when adjusting their Investment Registration Certificate:

• Proving financial capacity: In case of adjusting to increase investment capital, the FDI company must prove its financial capacity to ensure its ability to execute the investment project.

• Compliance with environmental protection regulations: When adjusting business lines or production scale, the company must verify and ensure compliance with environmental protection requirements, especially for industries that impact the environment.

• Ensuring compliance with Government commitments: The company must ensure that the adjustment does not violate any commitments made with the Vietnamese Government, particularly in areas such as land, natural resources, and tax policies.

New Changes in IRC Adjustment Procedures in 2025

In 2025, several expected changes in the procedure for adjusting the Investment Registration Certificate will have a significant impact on FDI companies:

• Online processing: The Government continues to promote digital transformation in administrative procedures, including receiving and processing IRC adjustment dossiers via the online portals of investment registration authorities. This helps businesses save time and costs.

• Shortened processing time: To facilitate businesses, the processing time for IRC adjustment dossiers may be shortened from 15 days to 10 working days, provided the dossier is complete and valid.

• Adjusting industry criteria: Certain sectors, especially in high-tech or environmental protection, will be prioritized in the adjustment licensing process, helping to promote the development of these fields.

Factors Influencing IRC Adjustment

Besides legal factors, many other elements can affect the adjustment of the IRC for FDI companies. These include:

• Market factors and business sectors: Changes in investment sectors will depend on market demand and the development trends of the domestic and international economies. Companies must closely monitor market conditions to adjust their investment strategies accordingly.

• Government policies: Government policies and regulations may change over time, thereby affecting the ability to adjust the IRC. Therefore, businesses need to regularly update themselves on changes in investment and legal policies.

• Risk assessment: The adjustment of the Investment Registration Certificate must also be based on an assessment of legal, financial, environmental, and social risks. These factors need careful consideration to avoid potential risks during the investment process.

BKC Law’s IRC Adjustment Services for Foreign-Invested Companies

BKC Law’s Investment Registration Certificate adjustment service for foreign-invested companies is an optimal solution that helps foreign businesses make changes and updates to their investment licenses quickly and accurately. This adjustment may involve many important factors such as changing business lines, adjusting charter capital, altering shareholder ownership ratios, or changing information regarding the company’s legal representative. Additionally, we assist in adjusting the company’s head office address or changing the corporate form (converting from a Limited Liability Company to a Joint Stock Company, or vice versa).

BKC Law provides comprehensive legal advisory services, ensuring that adjustment procedures are executed in strict accordance with current laws, helping clients save time and minimize legal risks. Our team of experienced lawyers will assist you in preparing dossiers, working with competent state authorities, and ensuring all changes are legally recorded. With the goal of helping businesses maintain stable operations and sustainable development in Vietnam, BKC Law is committed to delivering quality and effective services that meet all client needs during the IRC adjustment process.

Contact Us:

• Phone: 0901 3333 41

• Email: info@bkclaw.vn

• District 1 Office: 9th Floor, Diamond Plaza Building, 34 Le Duan Street, Sai Gon Ward, Ho Chi Minh City.

• Binh Tan Office: 41 Ten Lua Street, An Lac Ward, Ho Chi Minh City.

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