The Investment Registration Certificate (IRC): who needs one, the dossier, the two routes, and the obligations that follow

What the certificate is, and what it is not

The Investment Registration Certificate (Giấy chứng nhận đăng ký đầu tư, universally abbreviated IRC) is the State's record of a specific investment project carried out by a foreign investor. It is a project document, not a company document. It identifies the investor, names the project and its objectives, fixes its location and land area, states the total investment capital and the schedule on which it will be contributed, sets the duration and the implementation timetable, and records any incentives and the conditions attached to them. A company that carries out two projects holds two IRCs; a project that is sold moves to the buyer by adjustment of the certificate. The Enterprise Registration Certificate, which creates the company itself, is a different document issued under a different law and is dealt with in Setting up a company step by step.

Two consequences follow. First, everything written in the IRC is an undertaking. The capital schedule, the implementation timetable and the stated objectives are enforced through the reporting regime described in Reporting and ongoing obligations, and a material departure that has not been registered as an adjustment is a breach. Second, the IRC is where the foreign investor's market-access position is fixed: the business lines it records have been checked against Appendix I of Decree No. 96/2026/ND-CP, and adding a line later means a further check and an adjustment.

Who needs an IRC

Article 26 of Law No. 143/2025/QH15 requires an IRC for an investment project of a foreign investor, and for a project of a foreign-invested economic organisation that falls within Article 20, that is, a Vietnamese company in which foreign investors hold more than 50% of the charter capital, or which is itself more than 50% held by such companies. Domestic investors, and companies at or below the 50% threshold, do not need one. Nor does the purchase of shares or capital in an existing company, although Article 21 requires some acquisitions to be registered before the change of shareholders is recorded; that procedure is explained in Forms of investment and in Chapter 8.

A representative office or a branch of a foreign trader is not an investment project and needs no IRC; it is licensed under the Commercial Law instead (Branches and representative offices). A business cooperation contract to which a foreign investor is a party does need one.

Which authority

Under Article 27 of the law, a project located outside the zones is registered with the Department of Finance of the province or centrally run city (the former Department of Planning and Investment, merged in 2025), and a project inside an industrial park, export processing zone, high-tech zone or economic zone with the zone's management board. A project spanning two provinces, or one whose location has not yet been fixed, is registered where the investor proposes its head office. Filing is through the National Investment Information System operated by the Ministry of Finance, and the same department usually houses the business registration office that will issue the Enterprise Registration Certificate, so the two filings are commonly handled by one team of officials.

The two routes since 1 March 2026

Route A: IRC first, company second. The foreign investor applies in its own name. On issue of the IRC it registers the Vietnamese company within three working days of a valid dossier, with the IRC attached, and the company inherits the project. This remains the standard route for projects that need investment policy approval, for projects relying on an industrial park lease (the park developer will usually sign the lease with the project company only after the IRC), and for investors that want the land, licence and capital questions settled before any entity exists.

Route B: company first, IRC within 12 months. Article 19 of the law and Article 72 of Decree No. 96/2026/ND-CP allow the foreign investor to register the company first, with an undertaking in the registration dossier that it will meet the market-access conditions. The company must then obtain the IRC within 12 months of its establishment and, until it does, may not implement the project or change its registered business lines. Capital is contributed on the schedule the IRC will set, but the 90-day rule for charter capital under the Law on Enterprises still applies to the company, so the two schedules must be planned together (Charter capital and capital contribution). Circular No. 38/2026/TT-NHNN, in force from 18 August 2026, removed the earlier obstacle by allowing the investment capital account to be opened before the IRC. The decree is silent on the consequence of missing the 12-month deadline; the prudent reading is that the company cannot lawfully trade and that the registration authority may require it to dissolve or re-register as a domestic company if the market-access undertaking cannot be met.

Route B suits an investor that needs a legal person quickly, for example to sign an office lease, employ a country manager or hold a tender position, and whose project has no land or policy-approval dimension. It is not a way of starting operations early.

How to obtain an IRC where no investment policy approval is needed

1. Clear the business linesClassify each proposed activity by its VSIC code and check it against Appendix I of Decree No. 96/2026/ND-CP (foreign market access) and the conditional business lines under Article 7 of the law. Register the lines the project will actually pursue (Market access for foreign investors).
2. Secure evidence of the locationA signed lease, a memorandum of understanding or a letter of offer from an industrial park developer or a landlord, with the landlord's title documents. A project that will need State land allocation or lease, or a change of land use, is an Article 24 project and needs investment policy approval first.
3. Assemble and legalise the investor's documentsCertificate of incorporation, charter or equivalent, a resolution authorising the investment and appointing a representative, and the representative's passport; for an individual investor, the passport. Documents issued abroad are apostilled (Vietnam applies the Apostille Convention from 11 September 2026) or consular-legalised, and translated into Vietnamese by a certified translator.
4. Prove financial capacityAudited financial statements for the last two years, a bank confirmation of available funds, a parent company guarantee or a financing commitment, in an amount consistent with the capital contribution schedule in the proposal. Authorities compare the two figures line by line.
5. Draft the project proposalObjectives, scale and products or services; total investment capital split between charter capital and loans, with the contribution schedule; location, land area and the basis of the right to use it; implementation timetable with milestones; labour requirement by nationality; technology to be used and, where the Law on Technology Transfer requires, an explanation of it; environmental measures; and the incentives claimed, with the statutory basis for each.
6. File through the National Investment Information SystemThe investor or an authorised filer with a digital signature uploads the dossier on the forms prescribed by the Ministry of Finance under Decree No. 96/2026/ND-CP. The authority checks validity; a request for clarification stops the clock until the response is filed.
7. Receive the IRC within ten working daysArticle 39 of the decree sets ten working days from receipt of a valid dossier. The IRC is issued electronically and in hard copy on request. A refusal must be in writing with reasons and can be complained of or challenged in the administrative court.
8. Register the company, or record the projectOn Route A, file the enterprise registration dossier with the IRC attached (three working days). On Route B, the existing company's details are updated. Then open the investment capital account, contribute charter capital within 90 days, and begin the post-licensing steps in Setting up a company step by step.

Deposits and financial capacity

The Law on Investment sets no general minimum investment amount. The authority nevertheless appraises financial capacity, and regulated sectors carry their own legal capital. A deposit (ký quỹ) arises only where the investor asks the State to allocate or lease land, or to permit a change of land use. Article 30 of the law then requires a deposit, or a bank guarantee of it, unless the land was won at auction or tender, is received by transfer from another user, or another exception applies. Article 27 of Decree No. 96/2026/ND-CP sets the rate at 3% of investment capital up to VND 300 billion, 2% of the portion between VND 300 billion and VND 1,000 billion, and 1% of the portion above, with a 25% reduction for projects in incentivised sectors or disadvantaged areas and 50% for specially incentivised sectors or especially disadvantaged areas. The deposit is paid in instalments tied to milestones and refunded as the project progresses; it is forfeited to the State budget if the project is terminated for the investor's default.

Term, adjustment, transfer and suspension

Under Article 31 a project may run for up to 50 years, and up to 70 years inside an economic zone and for projects in disadvantaged areas, slow-payback projects, high-tech park infrastructure and special-incentive projects. The term can be extended on expiry unless the project uses outdated, polluting or resource-intensive technology or the investor undertook to hand assets to the State without compensation.

Article 33 requires the IRC to be adjusted before any change to its main contents: the investor, the name or objectives, scale, location or land area, capital or its schedule, duration or timetable, and the incentives. Article 34 permits the transfer of all or part of a project to another investor, which in practice means transferring the company, with Article 21 registration where foreign ownership crosses a threshold and the 2% tax on gross proceeds for a foreign corporate seller (Decree No. 320/2025/ND-CP). Article 35 lets an investor suspend a project, but only after written notice to the authority, and suspension for force majeure can earn an exemption from land rent and an extension of the timetable; suspension without notice is simply delay.

Termination and what follows

Article 36 gives the registration authority power to terminate a project in defined cases: the project is 24 months behind the schedule in the IRC without an approved extension; a required deposit or guarantee has not been provided; the land has been recovered for non-use; the project was registered on the basis of false documents; or a court judgment or arbitral award so orders. Termination is by written decision, which can be challenged by administrative complaint and in the administrative court. The investor then liquidates the project under the Law on Enterprises and the civil law; a foreign investor may transfer the liquidation proceeds abroad after settling tax and other obligations, through the investment capital account (Chapter 6). The company may continue to exist and pursue another project if one is registered; otherwise it dissolves (Chapter 8).