Short answer: It depends — the first question must be “does your startup hold an IRC?”. Not every startup raising foreign capital incurs an “IRC amendment” obligation. There are two entirely different branches: (a) a startup with an investment project already granted an Investment Registration Certificate (IRC) — fundraising that increases investment capital or changes the investor structure may require amending the IRC if it changes the key contents of the project (Article 33.2 of Law 143/2025/QH15 on Investment); failure to amend when required triggers fines and a remedial order. (b) a startup that is a purely Vietnamese enterprise with no IRC-licensed investment project → no “IRC amendment” obligation arises; instead, the foreign investor capital contribution / share purchase procedures and market-access conditions apply. Merging the two branches is the biggest trap of this topic.
1. What is an IRC and when must it be amended?
An IRC (Investment Registration Certificate) is a paper or electronic document recording the investor registration information of an investment project (Article 3.11 of Law 143/2025/QH15 on Investment, effective 01/3/2026, replacing Law 61/2020/QH14).
During project implementation, the investor may adjust objectives, transfer part or all of the project, merge, split, or convert the type of economic organization… (Article 33.1). The investor carries out IRC amendment procedures where the project adjustment changes the key contents of the project stated on the IRC (Article 33.2).
For projects already granted in-principle investment approval, an adjustment approval is required in the Article 33.3 cases, including: changing or adding objectives subject to approval; changing land-use scale or location; extending the implementation schedule by more than 24 months; adjusting the project operation term; or changing the investor of a project approved in principle together with investor approval (before exploitation and operation), or changing conditions applicable to the investor.
2. Branch A: startup holds an IRC — does fundraising change “key contents”?
Foreign fundraising typically involves: increased investment capital, changed investor structure (new investors), sometimes changed objectives or project scale. “Change of key contents” is an open concept — fundraising does not automatically change key contents; it must be checked against the specific contents stated on the IRC (investment capital, investors, objectives, scale…). Do not assert absolutely that “every foreign fundraising requires an IRC amendment”.
Amendment procedure checklist (where required): written request for project adjustment; report on project implementation status up to the adjustment time; the investor/enterprise decision on the adjustment… The dossier is filed with the Department of Finance or the Economic Zone / Industrial Park Management Board (depending on the project location).
Consequences of failing to amend when required: a fine of VND 70–100 million (Article 17.2(b) of Decree 122/2021/ND-CP) plus the remedial measure of being compelled to carry out the IRC amendment procedure (Article 17.3(b)). Mandatory UNCERTAINTY note: Decree 288/2026/ND-CP (issued 21/7/2026, effective from signing) amends Decree 122/2021 — according to public reports, the new points focus on Articles 43, 44 and 46 (enterprise registration, beneficial owners), with no public evidence that Decree 288/2026 amends Article 17 (IRC violations). The VND 70–100 million fine level must be rechecked against the original text of Article 17 of Decree 122/2021 as amended by Decree 288/2026 before finalizing — specific advice is recommended.
Practical risks beyond fines: the new capital contribution not being properly recorded, affecting subsequent fundraising rounds and the fund due diligence process.
3. Branch B: startup holds no IRC — no IRC amendment obligation arises
A startup that is a purely Vietnamese enterprise, with no investment project subject to IRC issuance → there is no “IRC” to amend. The legal obligations then sit with the foreign investor: procedures for capital contribution, share or capital-contribution purchase into the Vietnamese enterprise, plus checking market-access conditions for foreign investors in the startup business lines. This article cites no article numbers from the old Law 61/2020 on Investment (ceased effective 01/3/2026) for this branch.
4. Watchlist: Law 24/2026/QH16 amending the Law on Investment
Law 24/2026/QH16 amending the Law on Investment takes general effect from 01/3/2027; the new Appendix IV alone (cutting 62 sectors, leaving 137 conditional business lines) and the transitional provisions take effect from 01/01/2027. As of 14/10/2026 this law does not yet apply — but startups fundraising in conditional business lines should monitor it as the sector list may change.
Frequently asked questions
Must a Vietnamese startup raising foreign capital amend its IRC? Only where the startup has an IRC-licensed investment project and the fundraising changes the project key contents (Article 33.2 of Law 143/2025 on Investment). A startup with no IRC incurs no such obligation.
What is the fine for failing to amend the IRC when required? VND 70–100 million under Article 17.2(b) of Decree 122/2021, plus being compelled to amend (Article 17.3(b)) — the fine level must be rechecked against the original text following Decree 288/2026.
Where is the IRC amendment dossier filed? The Department of Finance or the Economic Zone / Industrial Park Management Board, depending on the project location.
Is your startup preparing a foreign fundraising round and need a review of IRC amendment obligations or foreign-investor capital contribution procedures? Reach us via the Contact page of FLAT Law Firm.
The information in this article is for reference only and does not constitute legal advice.
The legal content of this article is reviewed by the AI Legal Council of FLAT and submitted to the owner for approval before publication; it is not an opinion of a licensed lawyer and does not replace legal advice for specific cases.
