When planning on doing business in Vietnam, foreign investors may need to familiarize themselves with the term Investment Registration Certificate. In this article, we will provide you with an overview of the Investment Registration Certificate, and how to apply for it.

1. What is an Investment Registration Certificate in Vietnam?

An Investment Registration Certificate, or IRC, is a paper or electronic document that records the investor’s registration information about an investment project in Vietnam.

The IRC concept in Vietnam is similar to Investment License in other jurisdictions. Vietnamese is the official language used in the IRC. It is an important license for foreign-owned businesses operating in Vietnam. Ensure to keep the IRC safe and in good condition at all times.

2. Which information is contained in an IRC?

On an IRC, the following basic information will be set out:

• Investment project code;
• Investors’ Information;
• Name of the investment project;
• Location of the investment project, land use area;
• Objectives and scale of investment projects;
• Investment capital of an investment project (including capital contributed by investors and mobilized capital);
• Operational duration of the investment project;
• Investment project implementation schedule
• Forms of investment incentives and support and grounds and conditions for application (if any);
• Conditions for investors implementing investment projects (if any).

3. Cases requiring IRC issuance procedures

a) Investment projects of foreign investors;

b) Investment projects of economic organizations: with foreign investors holding over 50% of charter capital (“Economic Organization A”); or with Economic Organization A holding over 50% of charter capital; or with both foreign investors and Economic Organization A collectively holding over 50% of charter capital.

4. Cases exempt from IRC issuance procedures

a) Investment projects of Vietnamese investors;

b) Investment projects of economic organizations not falling under case #3(b) mentioned above;

c) Investments in the form of capital contribution, share purchase, or capital contribution purchase of economic organizations.

5. How to apply for an Investment Registration Certificate

Listed below are the 4 steps to apply the IRC Vietnam:

Step 1. Seek advice from a lawyer

The first thing to do is to consult with your Vietnamese lawyer. This’s really important because you need to understand all the market access conditions applied to foreign investors, then evaluate the opportunity to get the authorities’ approval for each specific business.

Step 2. Prepare required documents

Please note that foreign documents need to be notarized and translated into the Vietnamese language. Some are required to have consular authentication.

Step 3. Apply for an Investment Registration Certificate

According to Article 38 of the Investment Law 2020, new investment projects with foreign capital that satisfy the following conditions will be granted an IRC:

• Not in the industries banned from investment and business according to regulations;
• Has a proper location/site to carry out the investment project;
• Meets market access conditions applied for foreign investors.

The timeframe for the assessment process is from 15 working days.

6. Investment Registration Certificate Cost

The application fee and other costs depend on which kind of business and project scale. For example, the cost to apply an IRC for a manufacturing project is more expensive than for an import-export project.  Fees can also vary between local authorities and cities.

Learn more: Estimating Realistic Startup Cost in Vietnam.

7. Licensing and Management Investment Authorities

During the course of doing business here in Vietnam, a foreign investor will need to deal with the Management Investment Authority for new registration, adjustments, and termination. To be more specific:

• The Management Board of industrial parks, export processing zones, hi-tech parks, and economic zones shall issue, adjust and revoke investment registration certificates for investment projects INSIDE industrial parks, export processing zones, and industrial parks, hi-tech parks, and economic zones.
• The Department of Planning and Investment shall grant, adjust and revoke the Investment Registration Certificate for investment projects OUTSIDE industrial parks, export processing zones, hi-tech zones, economic zones, and economic zones.

8. Amending the IRC

During the implementation of an investment project, investors have the right to adjust objectives, transfer all or part of the investment project, merge projects, or divide a project into multiple projects. They can also utilize land use rights, assets on the project’s land for capital contribution to establish enterprises, business cooperation, or other purposes, all of which must comply with legal regulations.

The investor must carry out the procedures for adjusting the IRC in case the adjustment of the investment project changes the contents of the IRC.

To Sum-Up

The Investment Registration Certificate is an important license for foreign-owned businesses in Vietnam. However, navigating through its complex and time-consuming licensing process can be challenging. But don’t worry. Nova Law is here to help. Our legal team will advise you on all legal conditions to successfully obtain an IRC for your business, ensuring a smooth process to obtain the IRC for your business. 

Nova Law has been assisting foreign investors in setting up businesses in Vietnam for years. Nova Law offers a wide range of business legal services: Legal Consulting, Company Registration, Licensing, Visas, and more.

Contact our lawyers to register your Vietnam company today!