Orders are growing, the factory needs an extension, a second production line must be imported — and the total investment capital recorded on the IRC no longer fits the new plan. Raising capital is a healthy sign of a growing project, but legally it is a change to the contents of the Investment Registration Certificate, not an internal company matter. Many projects only discover this when a bank refuses to process a transfer above the registered capital, or when supervisors compare actual implementation against the IRC. This article walks through the IRC amendment procedure for a capital increase under Investment Law 143/2025/QH15 and Decree 96/2026/ND-CP, from deciding whether an amendment is required to evidencing the new money.
When a capital increase requires an IRC amendment — and when it does not
The dividing line sits between two figures investors often confuse: the project’s total investment capital on the IRC and the charter capital of the company on the ERC. If the company raises charter capital while staying within the total investment capital already registered on the IRC, the work lies mainly in enterprise registration. But once the new plan pushes total investment capital beyond the IRC figure — an added line, a factory extension, a larger production scale — the investor must amend the IRC before implementing the increase. Where the increase also expands land area or reaches a scale requiring investment policy approval, an approval-adjustment layer comes before the IRC step. One more point: a capital increase often reopens the project performance security question, because under Article 30 of the 2025 Investment Law, projects for which the State allocates or leases land or permits land-use conversion must post a deposit or a bank guarantee — an expansion using more land can trigger a top-up obligation.
Dossier and procedure for a capital-increase amendment
- The investor’s internal decision to raise capital, with a plan for the additional funds: investment items, disbursement schedule and expected effect.
- A written request to amend the IRC stating the change precisely: old total capital, new total capital, and the structure of contributed versus mobilized capital.
- Evidence of financial capacity for the additional amount (see the next section).
- A report on project implementation to date: capital already contributed, items completed, and progress against the current IRC.
- Filing with the registration authority that issued the IRC, in person or through the National Investment Information System, followed by explanations during appraisal if requested.
- Collecting the amended IRC, then synchronizing the steps behind it: amending the ERC if charter capital rises, notifying the bank about the capital account, and updating the deposit file if any.
Evidencing the additional funds: what appraisers look for
For the increase, appraisers ask two questions: where does the money come from, and will it enter Vietnam through the right channel. Expected evidence typically includes a recent bank balance confirmation from the investor for the equity portion; audited financial statements of an organizational investor for larger increases; and loan commitments or credit agreements where the increase is mobilized capital. For individual investors, documents showing income sources and accumulated assets make the file far more persuasive than a lone balance certificate. A common mistake is registering a very large increase while the previous contribution schedule is still unfinished — appraisers have grounds to probe feasibility, and the investor does better to explain proactively a staged contribution roadmap tied to construction and equipment milestones.
Proceeding without amending: the consequences
Implementing beyond the registered contents without amending the IRC puts the project in a non-compliant state: the increase has no legal basis on the certificate, the bank may refuse capital transactions above the registered amount through the investment capital account, investment incentives for the expansion go unrecognized, and when supervision or inspection detects it, the investor faces administrative penalties under Decree 122/2021/ND-CP for failing to carry out the amendment procedure, plus a remedial order to complete it. A timely amendment always costs less than retroactive regularization. When a capital increase is planned, put the IRC amendment on the same timeline as equipment and premises negotiations — start a quarter before the money actually needs to move, not when disbursement is already waiting on paperwork.
Sequencing the increase with everything it touches
A capital increase rarely travels alone. If charter capital rises with it, the enterprise registration must be amended after the IRC, and the bank’s records for the investment capital account must be aligned so that incoming transfers match the new registered figures — a transfer that exceeds the old registration is exactly the kind of transaction banks pause. Where the project enjoys investment incentives calculated on capital or scale, the increase can change the incentive picture and should be modeled before filing, not discovered after. Where the increase funds new equipment imports, customs planning for the equipment list belongs in the same workstream. And where several increases are foreseeable — a phased capacity build-out, for instance — consider whether one well-documented amendment covering the full program, with a staged contribution schedule, serves better than a series of small amendments each reopening appraisal. The investors who handle increases best treat the IRC amendment as the legal spine of a wider change program, with finance, banking, customs and incentives moving on the same timeline.
Document the increase as carefully as the original investment decision. Board minutes, the amended funding plan and the appraisal correspondence form the audit trail that later examiners — tax, banking or a future buyer’s due diligence — will follow to understand why the project’s capital changed. An increase that is properly amended but poorly documented still creates questions years later.
Frequently Asked Questions
Must I amend the IRC to increase the project’s investment capital?
Yes, if the increase pushes total investment capital beyond the figure on the IRC, because that changes the contents of the certificate under Investment Law 143/2025/QH15. If you only raise the company’s charter capital within the registered total, the work sits in enterprise registration (the ERC). Where the increase adds land or reaches policy-approval scale, an approval-adjustment procedure comes first.
Do I have to prove the source of the additional capital?
Yes. Appraisers review evidence for the increased portion: a balance confirmation for equity, audited financial statements for larger increases, and loan commitments or credit agreements for mobilized capital. The most persuasive file ties the contribution schedule to real implementation milestones instead of presenting a single point-in-time balance certificate.
What happens if I increase capital without amending the IRC?
The investor can face administrative penalties under Decree 122/2021/ND-CP for failing to carry out the IRC amendment procedure, together with an order to complete it. Beyond fines, the practical fallout includes banks refusing capital transactions above the registered amount, the increase going unrecognized for incentive purposes, and exposure when the project is supervised or inspected.
This article has been quality-reviewed by the FLAW AI Legal Council
