The Investment Registration Certificate (IRC) is a mandatory component in certain investment activities. If an investment project falls into cases where obtaining an IRC is required, the investor must complete this procedure before implementing the project.
However, under current legal regulations, which cases require an IRC? Through this article, DNP Vietnam Law Firm aims to help investors understand the applicable cases and procedures for obtaining an IRC.
I. Content
1. Definition
Pursuant to Clause 11, Article 3 of the Law on Investment 2025, the Investment Registration Certificate is a document in paper or electronic form recording the registered information of the investor regarding the investment project.
Currently, according to regulations, the Investment Registration Certificate may be issued in paper or electronic form and is issued by the following authorities:
| No. | Issuing Authority | Cases for issuance |
|---|---|---|
| 1 | Management Board of industrial parks, export processing zones, high-tech zones, economic zones | Investment projects in industrial parks, export processing zones, high-tech zones, centralized digital technology zones, economic zones, except for cases in Item 3 |
| 2 | Department of Finance | a) Investment projects outside industrial parks, export processing zones, high-tech zones, economic zones, except for cases in Item 3; b) Investment projects under the authority of investment policy approval of two or more provincial Peopleβs Committees, based on the proposal of the Ministry of Finance, the Prime Minister assigns the Department of Finance of a province or centrally governed city |
| 3 | Investment registration authority where the investor implements or intends to place the executive office of the investment project | a) Investment projects implemented in two or more provincial-level administrative units; b) Investment projects implemented both inside and outside industrial parks, export processing zones, high-tech zones and economic zones; c) Investment projects in industrial parks, export processing zones, high-tech zones, centralized digital technology zones, economic zones where no management board has been established |
2. Projects subject to and not subject to issuance of Investment Registration Certificate
| Subject to issuance of Investment Registration Certificate | Not subject to issuance of Investment Registration Certificate |
| Investment projects of foreign investors | Investment projects of domestic investors |
| Investment projects of economic organizations in the following cases: a) Foreign investors hold more than 50% of charter capital or have a majority of general partners being foreign individuals for partnerships; b) Economic organizations specified in point a hold more than 50% of charter capital; c) Foreign investors and economic organizations specified in point a hold more than 50% of charter capital. | Investment projects of economic organizations NOT falling into the following cases: a) Foreign investors hold more than 50% of charter capital or have a majority of general partners being foreign individuals for partnerships; b) Economic organizations specified in point a hold more than 50% of charter capital; c) Foreign investors and economic organizations specified in point a hold more than 50% of charter capital. |
| x | Investment in the form of capital contribution, purchase of shares, purchase of capital contribution in economic organizations. |
For investors not subject to the procedures for issuance of an Investment Registration Certificate, they may still carry out this procedure if they have demand in accordance with Clause 4, Article 26 of the Investment Law 2025.
II. Procedures for issuance of Investment Registration Certificate
1. For projects subject to approval of investment policy
| Case | Procedure |
|---|---|
| Investment projects approved for investment policy simultaneously with investor approval | The investment registration authority issues the Investment Registration Certificate within 05 working days from the date of receipt of the Decision on approval of investment policy or Decision on adjustment of investment policy |
| – Investment projects already approved for investment policy and the investor has won the auction or bidding – Investment projects subject to investor approval | The investor submits a written request for issuance of the Investment Registration Certificate to the investment registration authority to be granted the Investment Registration Certificate within 05 working days from the date the authority receives the request |
| Investment projects where the Management Board of economic zones approves the investor | The Management Board of economic zones decides on investor approval simultaneously with issuing the Investment Registration Certificate |
| Investment projects not subject to issuance of Investment Registration Certificate | The investor submits a written request for issuance of the Investment Registration Certificate, a valid copy of the Decision on approval of investment policy and a valid copy of the Decision on investor approval (if any) to the investment registration authority within 05 working days from the date of receipt of the request |
2. For projects not subject to approval of investment policy
The investor submits 01 set of dossier requesting issuance of the Investment Registration Certificate including the following contents to the investment registration authority:
| A written request for implementation of the investment project, including commitment to bear all costs and risks if the project is not approved; |
| Documents on the legal status of the investor; |
| Documents proving the financial capacity of the investor, including at least one of the following documents: financial statements of the last 02 years; financial support commitment of the parent company; financial support commitment of financial institutions; guarantee of financial capacity; other documents proving financial capacity; |
| Investment project proposal including the main contents: investor or method of selecting investor, investment objectives, scale, investment capital and capital mobilization plan, location, duration, implementation schedule, information on current land use status at the project location and proposal for land use demand (if any), labor demand, proposal for investment incentives, socio-economic impact, preliminary environmental impact assessment (if any) in accordance with environmental protection law; special mechanisms and policies (if any). In case the law on construction requires a pre-feasibility study report, the investor may submit the pre-feasibility study report in place of the investment project proposal; |
| In case the investment project does not request land allocation, land lease, or permission for change of land use purpose, a copy of documents on land use rights or other documents determining the right to use the location for project implementation shall be submitted; |
| Explanation of technology used in the investment project for projects subject to appraisal and consultation on technology in accordance with the law on technology transfer; |
| BCC contract for investment projects in the form of BCC contract; |
| Other documents related to the investment project, requirements on conditions and capacity of the investor in accordance with law (if any). |
In case the investment project is implemented in two or more provincial-level administrative units, the investor shall submit the dossier to the Department of Finance of a province or centrally governed city where the investor implements the project or places or intends to place the executive office to request issuance of the Investment Registration Certificate for the project.
Note: For investment projects that have already been implemented, the investor submits a dossier similar to the above, in which the investment project proposal is replaced by a report on the implementation status of the project from the time of implementation to the time of requesting issuance of the Investment Registration Certificate.
πππ ππππ πππ πππ π πππ
πΆπππ‘πππ‘:
Address: 5th Floor, 52 Nguyen Thi Nhung Street, Van Phuc Estate, Hiep Binh Ward, Ho Chi Minh City, Viet Nam
Email: info@dnp-law.com
Hotline: 0987 290 273 (Dinh Van Tuan Lawyer)
Website: https://www.dnp-law.com/
