PROCESS FOR AMENDING THE INVESTMENT REGISTRATION CERTIFICATE (IRC)

The Investment Registration Certificate (IRC) is one of the most important legal documents for foreign-invested enterprises in Vietnam. During the implementation of an investment project, enterprises may need to amend certain contents of the IRC to align with their actual operations and investment plans. In such cases, enterprises are required to carry out the IRC amendment procedure in accordance with Vietnamese law to ensure that the project implementation and business operations continue smoothly, consistently, and in compliance with legal regulations. The article below provides a detailed overview of the process for amending an Investment Registration Certificate (IRC) and important issues enterprises should note during implementation.

Basic Concepts

IRC stands for Investment Registration Certificate. According to regulations, Investment Registration Certificate is a legal document or electronic form recording the investor’s registered information relating to an investment project.

The following cases are required to obtain an Investment Registration Certificate under Law of Invesment 2025:

• • • • Investment projects of foreign investors;
      • Investment projects of economic organizations, including:
        • Foreign investors hold more than 50% of the charter capital or where most general partners are foreign individuals in the case of partnerships;
        • Economic organizations holding more than 50% of the charter capital;
        • Economic organizations and foreign investors together hold more than 50% of the charter capital.

Under current regulations, when establishing an economic organization in Vietnam, foreign investors must have an investment project and carry out procedures for obtaining Investment Registration Certificate (IRC). This is considered one of the mandatory legal procedures for foreign investors conducting business activities in Vietnam. However, from March 1^st, 2026 foreign investors will be allowed to establish an economic organization before carrying out procedures for obtaining the IRC under the new regulations.  During operation, if there are any changes relating to the investment project, investors must carry out procedures for amending the Investment Registration Certificate (IRC).

Process for Amending the Investment Registration Certificate (IRC)

Reviewing Amendment Contents and Assessing Legal Conditions

The first step in the process is reviewing the amendment contents and assessing relevant legal conditions. Enterprises must clearly identify the scope of changes to the investment project. Common amendment contents include:

• • • • Increase or decrease of investment capital;
      • Changes in the investor contribution structure;
      • Adjustment of project objectives;
      • Change of project location;
      • Adjustment of project schedule;
      • Changes in operational scale.

On that basis, the consulting authority will assess the relevant legal conditions, including foreign ownership ratios, conditional business lines, land-related issues, and environmental impacts, in order to determine the next steps in the process.

For example, an FDI enterprise operating in the consulting sector that wishes to expand its business activities into the architectural field in Vietnam, that must carry out procedures to amend its IRC in order to update its business lines, demonstrate that it has an individual professionally responsible for architectural activities, and restructure its capital ownership due to the requirement that the foreign investor must be a legal entity.

Developing the Amendment Plan and Transaction Structure

After determining the amendment contents, the next stage is developing the amendment plan and transaction structure. Following the review of the proposed changes, the enterprise will be advised on the most suitable amendment approach to ensure legal feasibility and practical efficiency during implementation.

Depending on each specific case, the enterprise may proceed with one of the following methods:

• • • • Amendment of the Investment Registration Certificate (IRC);
      • Amendment of the IRC in combination with capital contribution/share acquisition (M&A) procedures;
      • Amendment of the IRC and the Enterprise Registration Certificate (ERC).

Based on the selected approach, the consulting firm will develop an appropriate implementation roadmap to minimize disruption to business operations while ensuring full compliance with current legal regulations.

Preparing the Investment Project Amendment Dossier

The next step in the IRC amendment process is preparing the investment project amendment dossier to implement the amendment plan previously agreed upon. At this stage, the enterprise must prepare a complete dossier in accordance with legal regulations, including:

• • • • Written request for amendment of the investment project;
      • Report on the implementation status of the project;
      • Resolution or decision of the investor;
      • Documents proving financial capacity in case of capital increase;
      • Legal documents of the new investor (if any);
      • Other relevant documents.

For example, if the enterprise adds business lines in the architectural sector, additional documents such as Architectural Practice Certificates and other professional qualification documents must also be submitted.

At the same time, during the preparation stage, the enterprise should carefully review all documents to ensure consistency, logic, and alignment with its actual operational status before submission to the competent authority.

Submitting the Dossier and Working with the Investment Registration Authority

After completing the legal dossier, the next stage is submitting the application and working with the investment registration authority. Procedures for amending the Investment Registration Certificate generally fall under the authority of the Department of Finance, while in certain special cases, they fall under the authority of the Industrial Zone Management Board.

During this stage, the consulting firm will represent the enterprise in monitoring the entire appraisal process and directly work with state authorities to handle requests for explanation, amendment, or supplementation of documents when necessary.

Closely following the processing procedure helps enterprises minimize procedural issues, ensure the amendment process stays on schedule, and maintain stable and continuous investment operations.

Receiving the Amended IRC and Updating Corporate Records

Once the application dossier is approved, the next step is receiving the amended IRC and updating corporate records. After obtaining the amended Investment Registration Certificate (IRC), the enterprise must continue carrying out related procedures to synchronize legal information and ensure stable operations.

Depending on the specific case, the enterprise may need to update the following information:

• • • • Enterprise Registration Certificate (ERC);
      • Related sub-licenses;
      • Information with tax authorities, banks, and business partners.

Updating these records helps enterprises maintain consistency in operations after the investment project amendment and comply with legal regulations, thereby minimizing potential legal risks during operation. For example, if the enterprise changes its investment capital or investor information, it must update such information on the National Enterprise Registration Portal.

Ensuring Compliance After Amendment

The final step in the process is ensuring post-amendment compliance. After completing the IRC amendment procedures, the enterprise must implement its operations in accordance with the amended contents approved by the competent authority.

During this stage, the consulting firm will assist the enterprise in reviewing related legal obligations such as investment capital contribution schedules, business operation scope, periodic investment reporting obligations, and operational conditions after amendment.

At the same time, the enterprise will also receive support in monitoring and minimizing legal risks that may arise during operation. For example, if an enterprise has been approved for an increase in investment capital but fails to contribute the capital within the prescribed timeline, it may face administrative penalties or encounter difficulties in subsequent investment procedures.

To receive legal consultation Process for amending the investment registration certificate (IRC), you may contact BKCLAW through the following information:

Phone: 0909 073 692

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