An Investment Registration Certificate (IRC) is not a “one-time issuance, use forever” document. During a project’s life cycle, almost every FDI company must amend its IRC at least once: increasing capital to expand, changing investors after an M&A, relocating a factory, or extending the schedule when a project is delayed. Article 33 of the Law on Investment No. 143/2025/QH15 sets out the cases requiring investment project amendments, and the most important principle is: complete the amendment procedure before implementing the change in practice — reversing the sequence is grounds for penalties.
Quick summary
| Topic | Cases, dossiers and procedures for amending the Investment Registration Certificate under Article 33 of the Law on Investment No. 143/2025/QH15 |
|---|---|
| Who this is for | Operating FDI companies with project changes; investors carrying out M&A, capital increases or relocations |
| Key checkpoints | Whether the change requires an IRC amendment; the competent investment registration authority; evidence for the changed contents; filing timing (before implementing the change) |
| Desired outcome | The IRC amended to match the actual project, with post-change operations fully grounded in law |
Core legal issue: when an IRC must be amended
Amending an investment project is an obligation, not an option. When a project changes any recorded/approved content (objectives, scale, investment capital, investors, location, schedule and more), the investor must complete the amendment procedure under Article 33 of the Law on Investment No. 143/2025/QH15 and Decree 96/2026/ND-CP. Operating under changed terms without an amended IRC means operating outside the licensed scope.
The most common groups of changes: (1) investment capital changes — increasing capital to expand production or decreasing it when scaling down; (2) investor changes — transferring all or part of the project, or ownership restructuring after M&A; (3) project location changes — relocating factories, adding sites; (4) extending the project implementation schedule; (5) changing objectives, scale or capacity. Each group requires different supporting evidence and may trigger a reassessment of conditions (planning, land, environment, technology).
Investor changes deserve special attention. When a project or capital transfer changes the investor, besides the IRC amendment there may also be a share/capital contribution acquisition approval (M&A approval) obligation for foreign investors in applicable cases, plus the transferor’s tax obligations. These three procedures must be sequenced correctly.
An IRC amendment may trigger an ERC amendment. If the change affects enterprise registration contents (charter capital, members/shareholders, legal representative, head office address), the company must simultaneously register the change of enterprise registration contents. The two procedures have a before-and-after relationship that must be planned so neither gets “stuck”.
Legal basis and verification sources
- Law on Investment No. 143/2025/QH15, Article 33: investment project amendments; amendment cases
- Decree 96/2026/ND-CP: guiding the Law on Investment No. 143/2025/QH15 — amendment dossiers and procedures
- Law on Enterprises 2020 (59/2020/QH14): registration of changes to enterprise registration contents
- Decree 168/2025/ND-CP: enterprise registration
- Decree 122/2021/ND-CP: administrative penalties in planning and investment
- Tax legislation (capital transfers, project transfers) where the amendment involves an investor change
Verification sources: the National Investment Information System for online filing and status tracking; consolidated legal texts on vbpl.vn to confirm provisions still in force.
IRC amendment procedure
Step 1 — Classify the change. Compare the planned change against the amendment cases in Article 33 of the Law on Investment No. 143/2025/QH15 and Decree 96/2026/ND-CP: which changes mandatorily require an IRC amendment, which only need reporting/notification, and which trigger other procedures (M&A approval, environmental assessment, construction permits and more).
Step 2 — Prepare the dossier. The basic dossier includes: the written request for investment project amendment; a report on project implementation up to the amendment point; the investor’s decision on the amendment; evidence of the changed contents (for example, the transfer agreement for an investor change; the new site lease for a location change; financial statements for a capital increase and more). Foreign documents must be consular-legalized and translated with notarized certification.
Step 3 — File with the investment registration authority. File with the authority that issued the IRC (the Industrial Park/Economic Zone Management Authority or the Department of Finance), via the National Investment Information System or in person as instructed. Statutory processing time applies; for files requiring comments from multiple authorities (planning, land, environment), actual time may be longer — factor it into the implementation plan.
Step 4 — Receive the amended IRC and update systems. Carefully check the amended IRC upon receipt (capital, location, schedule, investors) — errors on an amended IRC are harder to fix than errors in the filing. Update internal systems and notify the bank and tax authority if the changed contents affect transactions.
Step 5 — Complete follow-on procedures. Register changes to enterprise registration contents (if any); update tax registration and e-invoicing when the address/name changes; adjust related sub-licenses (environment, fire prevention, construction and more) to the new location/contents.
Common risks
Risk 1 — Implementing the change before amendment. Increasing capital, relocating or changing investors in practice and only then filing for amendment; penalized for implementing the project inconsistently with the IRC.
Risk 2 — Missing follow-on procedures. Amending only the IRC while forgetting the ERC change registration or tax/invoice updates; the company’s legal file becomes “out of sync” across licenses.
Risk 3 — Not reassessing conditions for the new contents. Changing location without checking the new site’s planning and environmental conditions; the amendment file is rejected or must be redone from scratch.
Risk 4 — Wrong sequencing for investor changes. Carrying out a capital/project transfer while skipping the M&A approval step (where required); the transaction risks being declared void and penalized.
Risk 5 — Not checking the amended IRC upon receipt. The issuing authority records wrong capital figures, location or schedule; late discovery means every follow-on procedure is wrong too.
Risk 6 — Underestimating processing time. Amendment files involving multiple authorities (land, environment, planning) take longer than expected; business plans (signing a new lease, hiring) collapse while waiting for the IRC.
Competent authorities and filing bodies
The investment registration authority that issued the IRC receives and processes amendment files: the Industrial Park/Economic Zone Management Authority for projects inside zones; the Department of Finance for projects outside industrial parks. For changed contents requiring comments from specialized authorities (natural resources and environment, construction, planning), the investment registration authority coordinates comments during processing.
Companies should discuss the dossier list for each specific type of change with the investment registration authority in advance, as the actual dossier composition may differ between capital increases, investor changes and location changes.
When to contact a lawyer
Engage a lawyer when: (1) the change involves a capital/project transfer — the sequence between M&A approval, IRC amendment, tax obligations and ERC change registration must be arranged correctly; (2) the location changes — the new site’s planning, land and environmental conditions need assessment before filing; (3) the project has already implemented the change without amending the IRC — a remediation plan minimizing sanctions is needed.
How FLAT LAW FIRM helps
FLAT LAW FIRM advises on and implements full-package IRC amendments: classifying the change and determining amendment obligations, preparing the amendment dossier, working with the investment registration authority and commenting specialized authorities, while handling follow-on procedures (ERC change registration, tax–invoice updates, sub-licenses). For investor-change transactions, we arrange the entire M&A — IRC amendment — tax obligation sequence in one unified roadmap. We work in Vietnamese, English and Chinese.
See also: Changing an investment project location in Vietnam | Post-licensing compliance for FDI companies | Amending an Investment Registration Certificate
Talk to FLAT LAW FIRM
If your FDI project needs an IRC amendment — capital increase, investor change, relocation or schedule extension — FLAT LAW FIRM can assist with assessment and full-package implementation. Please contact us for advice.
FAQ
Which changes mandatorily require an IRC amendment?
Under Article 33 of the Law on Investment No. 143/2025/QH15, changes to objectives, scale, investment capital, investors, location, implementation schedule and more require investment project amendment procedures. Each specific change must be checked against Decree 96/2026/ND-CP to determine the corresponding dossier.
Can the change be implemented before the IRC is amended?
It should not. The principle is to complete the amendment procedure before implementing the change in practice; reversing the sequence may draw penalties for implementing the project inconsistently with the IRC.
Does an investor change require only an IRC amendment?
No. Besides the IRC amendment, there may be a share/capital contribution acquisition approval (M&A approval) procedure for foreign investors in applicable cases, the transferor’s tax obligations, and enterprise registration change registration.
Does an IRC amendment change the ERC?
It can. If the amended contents affect enterprise registration (charter capital, members/shareholders, legal representative, head office address), the company must simultaneously register the change of enterprise registration contents.
Where are IRC amendment files submitted?
With the investment registration authority that issued the IRC: the Industrial Park/Economic Zone Management Authority (projects inside zones) or the Department of Finance (projects outside zones), via the National Investment Information System or in person as instructed.
Does a capital increase require proof of financial capacity?
It depends. When increasing investment capital, the investment registration authority may request evidence of the investor’s financial capacity (financial statements, bank balance confirmations, financial support commitments and more), similar to a new project appraisal.
