Investment Registration Certificate (IRC) in Vietnam

Applying for an Investment Registration Certificate (IRC): who is this service for?

• Chinese investors and foreign investors establishing FDI companies with projects falling into cases requiring investment registration.
• FDI enterprises needing to adjust their IRC on capital, project objectives, location, schedule or term.
• Chinese-speaking investors needing IRC dossiers explained to parent companies, banks or shareholders.
• Investors leasing land, workshops, warehouses or offices to deploy projects.
• Investors acquiring capital in Vietnamese companies needing to check obligations for capital contribution, share purchase registration or project adjustment.

Legal issues clients commonly face

The most common issue is uncertainty over whether the project needs an IRC. Some investors assume an ERC alone is enough to operate, while many FDI projects require investment registration before or in parallel with other procedures.

Business lines and the scope of operations must be described accurately. If the dossier does not clearly explain the business model, ownership ratio and market access conditions, the competent authority may request supplements or sector-specific opinions.

The project location needs careful review, particularly for workshops, industrial parks or sub-leased warehouses. Address information must be consistent with the new administrative units and match the right to use the location.

What does FLAT LAW FIRM do?

• Assessing whether the project falls into cases requiring an IRC.
• Checking foreign investors’ market access conditions under the Law on Investment 2025.
• Advising on investment capital structure, contributed capital, capital contribution schedules and project term.
• Reviewing the project location, lease contracts and new administrative information.
• Preparing project proposals, investor documents, explanatory documents and related forms.
• Tracking dossiers, responding to requests for supplements and coordinating information among investors, parent companies and related parties.

Implementation process

1. Reviewing project information: investor, business lines, location, capital, schedule and operating needs.
2. Checking market access conditions, conditional business lines and processing competence.
3. Listing documents to prepare, classifying documents requiring legalization or translation.
4. Drafting the IRC dossier and checking consistency among the project proposal, lease contracts and legal documents.
5. Filing the dossier, tracking responses, and supporting explanations or supplements.
6. Advising on next steps after the IRC, including ERC, capital accounts, sub-licences, labour and contracts.

Documents clients should prepare

• Legal documents of the individual or institutional investor.
• Documents proving financial capacity.
• Investment project proposal, business lines, scale, capital and schedule.
• Lease contracts or documents proving the right to use the location.
• Authorization for the dossier filer and explanatory documents where needed.
• Certified Vietnamese translations of foreign documents.

Expected timeline

Under current regulations, the investment registration authority issues the IRC within 15 days from receipt of a complete and valid dossier for projects not subject to investment policy approval. Projects subject to investment policy approval (under the competence of the National Assembly, the Prime Minister or the provincial People’s Committee Chair) need additional time corresponding to each approval level. In practice, the total time also depends on the business lines, location, document quality and requests for explanations: projects involving manufacturing, industrial parks, real estate, conditional trading or requiring sector-specific opinions usually take longer.

Common legal risks

• Misidentifying cases requiring an IRC.
• Describing project objectives too broadly or inconsistently with actual business lines.
• The project location being ineligible or inconsistent with the lease contract.
• Foreign documents not consular-legalized or inconsistent translations.
• Not planning for sub-licences after the IRC and ERC.
• Not checking the impact of new administrative boundaries on the project address.

Legal updates to September 2026

Law on Investment 2025 No. 143/2025/QH15 took effect primarily from 01/03/2026; Article 7 and the List of conditional business lines and trades in Appendix IV took effect from 01/07/2026. IRC content should be reviewed together with the context of 34 provincial-level administrative units from 12/06/2025 and the two-tier local government model from 01/07/2025.

The full text of the above instruments can be found at the Government’s system of normative legal documents. The content on this page should be checked against the instruments in force at the time of filing.

Why choose FLAT LAW FIRM?

FLAT LAW FIRM supports Chinese investors and foreign investors in greenfield projects, expansions, manufacturing site leases and cross-border transactions. With the ability to work in Vietnamese, Chinese and English, we help investors understand the differences between the parent company’s internal documents and the legal dossiers in Vietnam.

Frequently asked questions

Useful links

In-depth: Investment Registration Certificate