Obtaining an Investment Registration Certificate (IRC) is a mandatory procedure for many FDI projects in Vietnam. This certificate serves as the legal foundation for project implementation, access to incentives, and protection of lawful rights.
In this article, DNP Viet Nam Law Firm provides detailed guidance on IRC procedures under the Law on Investment 2020 and Decree 31/2021/ND-CP.
1. Definition of the Investment Registration Certificate
The IRC is a document, either in paper or electronic form, that records an investor’s registration details for an investment project (Clause 11, Article 3, Law on Investment 2020).
2. Projects Requiring an IRC
Under Clause 1, Article 37 of the Law on Investment 2020:
“Cases requiring the issuance of an Investment Registration Certificate:
a) Investment projects of foreign investors;
b) Investment projects of economic organizations as specified in Clause 1, Article 23 of this Law.”
Therefore, foreign investors must obtain an IRC to carry out investment projects in Vietnam.
3. IRC Issuance for Projects Requiring Approval of Investment Policy
Legal basis: Article 35, Decree 31/2021/ND-CP
3.1 General procedure
- Based on the Decision on Investment Policy Approval, the investment registration authority issues the IRC within 05 working days.
- If the policy is adjusted, the IRC is also updated within 05 days.
3.2 Projects in multiple provinces
For projects under the jurisdiction of at least two provincial People’s Committees, the Prime Minister designates one Department of Planning and Investment (now Department of Finance) to issue the IRC.
3.3 Projects via auction or bidding
- After receiving a decision of winning auction or bidding, the investor submits a request.
- The investment registration authority issues the IRC within 05 days.
3.4 Projects in economic zones
The Management Board of the economic zone both approves the investor and issues the IRC.
3.5 Optional cases
If the project is not subject to mandatory policy approval but the investor requests, the authority issues the IRC within 05 days.
4. IRC Issuance for Projects Not Requiring Approval of Investment Policy
Legal basis: Article 36, Decree 31/2021/ND-CP
4.1 Dossier
- 01 set of documents under Clause 1, Article 33 of the Law on Investment 2020.
- For multi-provincial projects, submit to the Department of Finance where the executive office is located.
4.2 Ongoing projects
Replace the project proposal with a report on project implementation status.
4.3 Processing time
15 days from the date of receiving a valid dossier.
4.4 Conditions for issuance
The IRC is granted only when:
- The project is not in prohibited business sectors (Article 6, Law on Investment 2020).
- The project has a lawful location (land papers or lease contract).
- The project complies with planning.
- The project meets requirements on investment scale, labor (if applicable).
- The project satisfies market access conditions for foreign investors.
5. Online Procedures for IRC Issuance and Adjustment
Legal basis: Articles 39, 40, Decree 31/2021/ND-CP
5.1 Forms of submission
- In paper form at the registration authority.
- Online via the National Investment Information System, with or without a digital signature.
5.2 Valid online dossiers
- Complete documents in electronic form.
- Information consistent with paper dossiers.
- Power of attorney required if the investor does not submit directly.
5.3 Processing steps
- Authority checks the dossier within 05 days.
- If valid, the IRC is issued within 15 days.
- If submitted without a digital signature: once the system accepts, the investor must also submit paper dossiers for verification.
6. Procedures for Project Adjustment
Legal basis: Articles 44, 47, Decree 31/2021/ND-CP
6.1 Projects under the Prime Minister’s authority
- Investors submit 08 dossiers to the Ministry of Finance.
- Within 35 days, the Ministry appraises and reports to the Prime Minister.
- Within 05 days, the Prime Minister issues the decision on adjustment.
6.2 Projects not subject to policy approval adjustment
- If only the project name or investor name changes: resolved within 03 days.
- Other adjustments: submit 01 dossier, resolved within 10 days.
7. Key Notes for FDI Enterprises Applying for an IRC
- Prepare complete and accurate dossiers, consistent between paper and electronic versions.
- Pay attention to deadlines: 05 days, 10 days, or 15 days depending on the case.
- Projects involving foreign factors must comply with market access conditions.
- For projects in multiple provinces, follow the Prime Minister’s designation.
The Investment Registration Certificate is a crucial legal requirement for FDI enterprises in Vietnam. With extensive FDI consulting experience, DNP Viet Nam Law Firm provides full support for IRC procedures, from dossier preparation to working with authorities. FDI enterprises in need of assistance are encouraged to contact DNP Viet Nam Law Firm for fast, accurate, and effective legal services.
DNP VIET NAM LAW FIRM
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