Investment registration certificate (IRC) is a document recording registered informations of investor about the investment project, issued by Department of Planning and Investment. It’s required to be licensed in order to legitimately invest in Vietnam.

When performing investment project or establishing foreign capital company, investor must have investment registration certificate, which helps the State managing the operations as well as foreign capital sources inVietnam.

Regulations on issuance

According to Article 36 (1) of Law on Investment 2014, the cases which require obtaining an IRC including:

• Project of foreign investor;
• Economic organization establishing an economic organization; investment in the form of capital contribution, purchase of shares, portion of capital contribution to an economic organization; investment on the basis of a BCC contract in one of the following cases:
• 51% or more of its charter capital is held by a foreign investor(s) or a majority of partners are foreign individuals in respect of economic organization being a partnership;
• 51% or more of its charter capital is held by an economic organization(s) prescribed in the above regulation;
• 51% or more of its charter capital is held by a foreign investor(s) and an economic organization(s) prescribed in the above regulation.

Cases which do not require the procedure for an IRC to be carried out including:

• Project of domestic investor;
• Investment in the form of capital contribution, purchase of shares, portion of capital contribution to an economic organization;
• Economic organization establishing an economic organization; investment in the form of capital contribution, purchase of shares, portion of capital contribution to an economic organization; investment on the basis of a BCC contract not in any one of the following cases:
• 51% or more of its charter capital is held by a foreign investor(s) or a majority of partners are foreign individuals in respect of economic organization being a partnership;
• 51% or more of its charter capital is held by an economic organization(s) prescribed in the above regulation;
• 51% or more of its charter capital is held by a foreign investor(s) and an economic organization(s) prescribed in the above regulation.

Procedure for issuance of IRC

Article 37 of Law on Investment 2014 regulates the procedure for issuance of IRC:

With respect to investment projects in the category which requires a decision on the investment policy prescribed in articles 30, 31 and 32 of this Law, the investment registration agency shall issue IRC to the investor within 05 working days from the date of receipt of the written decision on investment policy.

With respect to investment projects in the category which does not require a decision on the investment policy prescribed in articles 30, 31 and 32 of this Law, investor shall carry out the procedure for issuance of IRC as below:

• Investor shall submit dossier prescribed in Article 33 (1) of this Law to the investment registration agency;
• Within 15 days from the date of receipt of the complete dossier, investment registration agency shall issue the IRC; or in the case of refusal, must notify the investor by written document and specify the reason therefor.

Dossier for IRC issuance in cases which do not require a decision on the investment policy:

• Written application for the implementation of the investment project;
• Copy of identity card, ID card or passport in the case of investors being an individual; Copy of corporation certificate or other equivalent document certifying the legal status in the case of investors being an organization;
• Proposal for the investment project which comprises the following items: investors implementing the project, investment objectives, investment scale, investment capital and method of raising capital, location, duration, investment schedule, need for labour, proposal for investment incentives, evaluation of socio – economic impact and efficiency;
• Copy of one of the following documents: financial reports for the last 02 years of the investor; commitment to provide financial support of the parent company; commitment to provide financial support of the financial company; guarantee for the financial capability of the investor; document proving the financial capability of the investor;
• Proposal for the need for land use; in the case of project not requesting the State for allocating, leasing out land or permitting conversion of the land use purpose, investor shall submit copy of location lease agreement or other document certifying that the investor has the right to use the location for implementation of the investment project;
• Explanatory statement on technology to be used for projects prescribed in Article 32 (1) (b) of the Law on Investment, including the following items: name of technology, origin of technology, diagram of technological process; main technical specifications, condition of machinery, equipment and main technological line;
• BCC contract in respect of the investment projects on the basis of a BCC contract.

Submit location: Agency issuing IRC.

Note: since 2018, in the cases of foreign investor contributing capital with Vietnamese people for company establishment (joint venture company of Vietnamese and foreign investors), the most optimal and least administrative procedures method is:

• Step 1: Establishing company in Vietnam;
• Step 2: Applying for licenses for conditional professions;
• Step 3: Transfering portion of capital contribution to foreign investors;
• Step 4: Applying for business license for import, export and distribution professions.

With this method, company with foreign investment capital shall not need to apply for the issuance of an IRC even though there is member being foreign investor. This will reduce the number of procedures when there are changes of information registered to the State agencies. In detail:

• Simple amendment procedure: Enterprise with only enterprise registration certificate shall only need to carry out procedures as a Vietnamese enterprise;
• Reporting of project implementation condition, report of investment oversight, etc… are not required;
• Update of investment information on the system of investment management is not required.

Thuy Duong Law hopes to provide helpful informations in application for an IRC issuance. If you need any support, please contact:

• Hotline:  0868421386
• Email: tuvanluatthuyduong@gmail.com
• Address: Apartment No. 1207, A14B2 Building, Nam Trung Yen urban area, Trung Hoa ward, Cau Giay district, Ha Noi city.