Conditions for Granting Investment Registration Certificates in Vietnam – Latest 2026 Update

16 March, 2026 44 Views

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Conditions for Granting Investment Registration Certificates in Vietnam – Latest 2026 Update
Conditions for issuing an Investment Registration Certificate are the central legal factors that foreign investors must pay special attention to when approaching the Vietnamese market. The following article systemizes these factors in detail, starting with a clarification of the Investment Registration Certificate (IRC) concept, mandatory application cases, and particularly the most important legal conditions for the issuance of an IRC.

Overview of the Investment Registration Certificate (IRC)

Concept of the Investment Registration Certificate

According to Clause 11, Article 3 of the Investment Law 2020, an Investment Registration Certificate (IRC) is a document (in paper or electronic form) that records the registration information of an investor regarding an investment project.

For projects with foreign elements, the IRC is a mandatory condition and the first official approval document from the competent State authority. The issuance of an IRC confirms that the investor has met all prescribed conditions (regarding market access, business lines, scale, etc.) and serves as the foundational legal basis for establishing an economic organization (enterprise).

Cases Requiring an Investment Registration Certificate

According to Article 37 of the Investment Law 2020, applying for an IRC is a mandatory procedure primarily for projects involving foreign elements. Specifically, two groups must perform this procedure:

Projects of foreign investors.
Projects of foreign-invested economic organizations (falling under the cases prescribed in Clause 1, Article 23—specifically, companies where foreign investors hold more than 50% of the charter capital).

Conversely, an IRC is not mandatory for:

Projects of domestic investors.
Projects of foreign-invested economic organizations where foreign investors hold 50% or less of the charter capital (Clause 2, Article 23 of the Investment Law 2020).
Investment activities in the form of M&A (Mergers and Acquisitions).

Note:

First: For large-scale projects or those in specialized sectors, even if a domestic investor or economic organization does not require an IRC, they must obtain Approval of Investment Policy before implementation.

Second: The law allows investors who are not subject to mandatory requirements the right to apply for an IRC if they so desire.

Authority to Grant, Adjust, and Revoke the IRC

The authority to grant, adjust, and revoke the IRC is specifically guided in Article 34 of Decree 31/2021/NĐ-CP as follows:

The authority to grant, adjust, and revoke the IRC is implemented according to Article 39 of the Investment Law 2020. Fundamentally, this authority is clearly divided between the Department of Finance and the Management Boards of industrial parks, export processing zones, high-tech zones, and economic zones.

General Principles:

The Management Board grants the IRC for projects located within industrial parks, economic zones, etc., including:
- Investment projects for construction and business of infrastructure within these zones.
- Investment projects implemented inside the boundaries of these zones.
The Department of Planning and Investment (DPI) grants the IRC for projects outside these zones or complex cases, including:
- Investment projects implemented in two or more provinces/cities.
- Investment projects implemented both inside and outside industrial parks, economic zones, etc.
- Projects within zones where a Management Board has not yet been established (or projects outside the Management Board’s scope).

Distinguishing the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC)

Criteria	Investment Registration Certificate (IRC)	Enterprise Registration Certificate (ERC)
Nature	A legal document recording and approving the implementation of a specific investment project.	A legal document confirming the establishment and recording the registration info of an enterprise.
Legal Basis	Investment Law 2020	Law on Enterprises 2020
Purpose	Records and approves specific project details (objectives, location, scale, capital).	Confirms that an economic organization is legally established to conduct business.
Sequence (For Foreign Investors)	Step 1: Must obtain the IRC first.	Step 2: Issued after the IRC has been obtained.
Licensing Authority	DPI (for projects outside IPs) or Management Board of IPs/EZs.	Business Registration Office (under the DPI).
Conditions	Complex (Screening): Must meet market access, financial capacity, planning, and environmental conditions.	Simple (Registration): Mainly procedural (valid dossier, unique name, payment of fees).
Main Content	Project Info: Investor name, project name, location, objectives, total investment capital, duration, and schedule.	Enterprise Info: Company name, headquarters address, charter capital, owner/shareholder info, and legal representative.
Timeline (By Law)	~ 15 working days (for projects not requiring Approval of Investment Policy).	03 working days (from receipt of a valid dossier).

Conditions for Issuing an IRC in Vietnam (Latest Update 2026)

For investment projects not subject to Approval of Investment Policy under Articles 30, 31, and 32 of the Investment Law 2020, investors shall be granted an IRC if they meet the following conditions:

1. The project does not involve business lines prohibited from investment

According to Article 6 of the Investment Law 2020, the prohibited list originally included 8 core sectors (narcotics, certain chemicals/minerals, endangered wildlife, prostitution, human trafficking/body parts, human cloning, firecrackers, and debt collection services). Notably, as of July 1, 2025, under the 2024 Law amending several laws (Planning, Investment, PPP, and Bidding), this list has been expanded to 10 sectors, adding:

Trading in national treasures.
Trading and exporting relics and antiquities.

2. Existence of a project implementation location

The investment project must have a confirmed location (lease agreement or land use rights).

3. Compliance with Planning

According to Point a, Clause 3, Article 33 of the Investment Law 2020, the project must be “consistent with planning.” For construction projects, Article 51 of the Law on Construction (Amended 2020) requires:

Consistency with national, regional, and provincial construction planning and local land-use plans.
Appropriate technological and construction design plans.
Strict assurance of work quality, operational safety, fire prevention, environmental protection, and climate change response.
Proven financial capacity for timely capital injection and socio-economic efficiency.

4. Meeting Market Access Conditions for Foreign Investors

According to Clause 10, Article 3 of the Investment Law 2020 and Article 15 of Decree 31/2021/NĐ-CP, foreign investors must meet specific requirements for sectors in the List of sectors with restricted market access. These conditions are derived from:

Vietnamese Laws, Resolutions of the National Assembly, and Decrees of the Government.
International Treaties to which Vietnam is a member, including Bilateral Investment Treaties (BITs), Free Trade Agreements (FTAs) such as EVFTA, VJEPA, VKFTA, and multilateral agreements like CPTPP or ACIA. Investors must conduct parallel searches between domestic law and international commitments to determine precise restrictions.

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