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

Adjusting the Investment Registration Certificate (IRC) is a crucial legal procedure for foreign-invested companies (FDI companies) operating in Vietnam. This process ensures that any changes related to the investment project comply with current legal regulations. As Vietnam continues to enhance its investment environment in the context of deepening global economic integration, understanding IRC adjustment procedures in 2025 is essential for foreign investors. This article outlines the legal framework, procedural steps, and notable changes in the IRC adjustment process for FDI enterprises in Vietnam.

Legal Basis for IRC Adjustment in 2025

The adjustment of the IRC for FDI companies in 2025 is governed by the Law on Investment 2020, Decree No. 31/2021/ND-CP, and relevant guiding circulars and legal documents. These regulations aim to ensure the accuracy, transparency, and compliance of investment project information, thereby improving the foreign investment environment in Vietnam.

Common Cases Requiring IRC Adjustment

FDI companies must adjust their IRC in several key scenarios, including:

• Changes in investor information: Modifications in nationality, shareholder structure, foreign ownership ratio, or legal status of the investor.

• Changes in project scale or location: Expansion of production/service scale or relocation of the investment project.

• Changes in business lines or objectives: Addition or alteration of business activities or project goals.

• Capital adjustment: Increase or decrease in registered investment capital.

• Capital transfer or investment method change: Transfer of equity or conversion between types of investment entities (e.g., from LLC to JSC).

Step-by-Step Process to Adjust the Investment Registration Certificate

Step 1: Prepare IRC Adjustment Application

The company must prepare a comprehensive dossier, including:

• A copy of the current Investment Registration Certificate

• Supporting documents for the proposed adjustment

• Legal documents as prescribed by law

Step 2: Submit the Application

Submit the dossier to the provincial-level Investment Registration Authority where the enterprise is headquartered. The authority will review the completeness and legality of the submitted documents.

Step 3: Application Review and Processing

The Investment Registration Authority will process and evaluate the application within 15 working days of receiving a complete and valid dossier. If additional information is required, the authority may request amendments or supplementary documents.

Step 4: Issuance of Adjusted IRC

Once approved, the authority will issue the adjusted Investment Registration Certificate, reflecting the new project details.

Special Requirements for IRC Adjustment

FDI companies should take note of the following specific requirements:

• Proof of financial capacity: For capital increases, the company must demonstrate its financial capability to execute the expanded project.

• Environmental compliance: Projects involving sensitive or environmentally impactful industries must ensure full compliance with environmental regulations.

• Government commitments: Adjustments must not violate any prior commitments made with the Vietnamese government, particularly in areas like land use, resources, and taxation.

Key Updates to the IRC Adjustment Procedure in 2025

Some notable changes to the IRC adjustment procedure in 2025 include:

• Digitalization of administrative processes: Authorities are transitioning to online submissions and processing through government portals, enhancing efficiency for foreign-invested companies.

• Faster processing times: Review periods may be shortened from 15 to 10 working days for complete and compliant applications.

• Priority for specific industries: High-tech and environmentally sustainable industries will be prioritized for IRC adjustments under new regulatory criteria.

Factors Influencing IRC Adjustments for FDI Companies

Apart from legal regulations, several external factors may influence the adjustment process:

• Market trends and business sectors: Changes in investment sectors should align with domestic and global economic trends.

• Government policies: Shifts in policy may impact the feasibility or requirements for adjusting the IRC.

• Risk assessment: Legal, financial, environmental, and social risks should be carefully evaluated before initiating IRC adjustments.

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

At BKC Law, we provide comprehensive legal services for the adjustment of Investment Registration Certificates for foreign-invested companies in Vietnam. Our services cover:

• Business sector updates

• Investment capital adjustments

• Shareholder ownership restructuring

• Changes in legal representatives

• Headquarters relocation

• Conversion between company types (LLC ↔ JSC)

Our experienced legal team ensures all IRC adjustments are completed accurately and in full compliance with Vietnamese regulations. From preparing application dossiers to liaising with government authorities, we support clients through every step of the process, helping them reduce legal risks and maintain stable business operations in Vietnam.

Contact BKC Law:

Phone: 0901 3333 41

Email: info@bkclaw.vn

Head Office (District 1): 9th Floor, Diamond Plaza, 34 Lê Duẩn, District 1, HCMC

Branch Office (Bình Tân): 41 Tên Lửa, Bình Tân District, HCMC

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