Vietnam’s growing economy and its increasing integration into the global supply chain make it an attractive destination for foreign investors. With opportunities for 100% foreign ownership, the country has seen a rise in foreign investments and company formations in recent years.
To set up a business in Vietnam, foreign investors must register with state authorities and obtain the necessary licenses, including the Investment Registration Certificate (IRC) alongside the Enterprise Registration Certificate (ERC). This process ensures investor protection and helps prevent fraud. Our blog will guide you with all the necessary information related to the IRC Vietnam to ensure your business journey starts smoothly.
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Investment Registration Certificate – IRC Vietnam
An Investment Registration Certificate (IRC) in Vietnam is an official license issued by the government to foreign investors or organizations participating in projects where foreign investors hold a majority stake. This certificate confirms that the investor meets all the legal requirements to implement the investment project.
The IRC contains key information about the project, including the investor’s name and address, project name and code, location, land use (if applicable), objectives, scale, total investment capital, project duration, implementation schedule, and any incentives or support provided. Available in both physical and electronic formats, the IRC serves as the official record for foreign direct investment (FDI) projects in Vietnam.
According to Clause 1, Article 77 of the 2020 Law on Investment:
Investors granted investment licenses, investment incentive certificates, investment certificates, or investment registration certificates before the Law’s effective date may continue to implement their investment projects under these documents.
Similarly, Clause 1, Article 74 states that:
Investors who obtained investment licenses or investment certificates before the Law’s effective date may continue their projects under these documents. Upon request, investment registration agencies may convert these licenses or certificates into Investment Registration Certificates (IRC).
In practice, this means that investment licenses, investment incentive certificates, investment certificates, and investment registration certificates essentially serve the same purpose under Vietnam’s current investment law.
Related Read: Open a Business Bank Account in Vietnam: Account Types, Benefits & Required Documentation
Conditions for Granting an IRC Vietnam
According to Article 37 of the Law on Investment 2020, the following cases must apply for an Investment Registration Certificate – IRC Vietnam:
- Projects by foreign investors – Any investment project initiated by a foreign individual or entity.
- Projects by certain economic organizations – Organizations must follow foreign investor procedures when investing in:
- Establishing a new economic organization.
- Contributing capital, purchasing shares, or acquiring capital in another organization.
- Entering into a Business Cooperation Contract (BCC).
- Foreign investors hold more than 50% of the charter capital, or the majority of general partners are foreign individuals (for partnership companies).
- Another economic organization (as defined above) holds more than 50% of the charter capital.
- A combination of foreign investors and such economic organizations holds more than 50% of the charter capital.
Exemption from Applying for an IRC Vietnam
According to Article 37 of the Law on Investment 2020, the following cases are exempt from applying for an Investment Registration Certificate – IRC Vietnam:
- Projects by domestic investors – Investment projects initiated by Vietnamese individuals or entities.
- Projects by certain economic organizations – Organizations not falling under foreign-investor-related conditions and investing in:
- Establishing a new economic organization.
- Contributing capital, purchasing shares, or acquiring capital in another organization.
- Entering into a Business Cooperation Contract (BCC).
- Other investments – Investments in the form of capital contribution, share purchase, or acquisition of capital in another economic organization.
Note: For investment projects subject to Articles 30, 31, and 32 of the Law on Investment 2020, domestic investors and organizations mentioned above must begin implementation only after receiving approval for the investment policy.
Contents of the IRC Vietnam
According to Article 40 of the Law on Investment 2020, an Investment Registration Certificate (IRC) includes the following information:
- Name of the investment project
- Investor details
- Investment project code
- Project location and planned land use area
- Objectives and scope of the project
- Investment capital, including the investor’s contribution and any mobilized capital
- Project duration
- Implementation schedule, covering:
- Capital contribution and mobilization plan
- Timeline for achieving key operational objectives; if the project is staged, the schedule for each stage must be specified
- Investment incentives and supports, including the legal basis and conditions for application (if any)
- Conditions imposed on the investor for project execution (if any)
Timeline for Granting an IRC Vietnam
The investment registration authority must issue the Certificate of Investment Registration for projects requiring investment policy approval under Articles 30, 31, and 32 of the Law on Investment 2020 within the following timelines:
- 5 working days from the date of receiving the investment policy approval document, along with investor approval, for projects that fall under the category requiring issuance of an IRC.
- 15 days from the date of receiving the investor’s request for an IRC for projects that do not fall under the category mentioned above.
Steps to Apply for IRC Vietnam
Step 1 – Submit Application: The investor submits the Investment Registration Certificate (IRC) application to the relevant investment registration agency. For projects across multiple provinces, submit to the Department of Planning and Investment where the project’s executive office is located.
Step 2 – Existing Projects: For ongoing projects, submit a dossier with a report on project implementation instead of a new investment proposal.
Step 3 – Certificate Issuance: The investment registration authority issues the IRC within 15 days of receiving a complete and valid application.
Conclusion
The Investment Registration Certificate (IRC) is essential for foreign investors in Vietnam, serving as official approval to implement investment projects. It outlines key details like project objectives, capital, implementation schedule, and incentives, helping businesses stay compliant and plan effectively.
Beyond legal compliance, the IRC Vietnam gives businesses credibility and access to state support programs. Whether starting a company, contributing capital, or forming partnerships, having a Certificate of Investment Registration ensures investors can operate confidently and seize opportunities in Vietnam’s growing market.
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