During project implementation, a change of investor — via project transfer, renaming of the legal entity, merger, or inheritance — is fairly common. When that happens, an Investment Registration Certificate (IRC) naming the old investor no longer reflects reality and must be amended.
This article guides you through the procedures and timelines for amending the IRC upon investor change under the Law on Investment 2025 (No. 143/2025/QH15, effective March 1, 2026) and Decree No. 96/2026/ND-CP (effective March 31, 2026).
1. When must the IRC be amended due to investor change?
The principle: investors must amend the IRC when the investor change alters content recorded on the certificate. Common causes include:
- Transfer of the investment project to another investor (in whole or in part);
- Renaming of the investor (entity renaming, enterprise-type conversion);
- Merger, consolidation, division, or split changing the investor entity;
- Inheritance of an individual investor’s capital contribution.
2. Simple case: investor renaming only
If only the investor’s name on the IRC changes without altering the project’s substance, the procedure is streamlined under Clause 1, Article 56 of Decree No. 96/2026/ND-CP:
- Dossier: one set plus an electronic copy — a written request to adjust the investment project sent to the investment registration authority, plus documents relating to the name change (renaming decision, new enterprise registration certificate, etc.);
- Timeline: 3 working days from receipt of the request and related documents — the investment registration authority amends the IRC.
3. Complex case: project transfer (change of investor entity)
When a new investor fully replaces the old one (project transfer), two procedural tiers apply:
Tier 1 — Approval of investment policy adjustment (if applicable)
Under Clause 3, Article 33 of the Law on Investment 2025, a change of investor for a project whose investment policy was approved together with investor approval (before the project is exploited or operated), or a change of investor conditions, is one of five cases requiring the investment policy adjustment approval procedure.
Once the decision approving the policy adjustment is issued, the investment registration authority amends the IRC within 5 working days of receiving the decision (Article 38, Decree No. 96/2026/ND-CP).
Tier 2 — IRC amendment
For projects not subject to policy adjustment approval: the investor submits one dossier set under Clause 1, Article 52 of Decree No. 96/2026 (adjustment request; project implementation status report; the institutional investor’s adjustment decision; documents relating to the changed contents) — the investment registration authority amends the IRC within 7 working days of receiving a complete, valid dossier.
4. New points of the Law on Investment 2025 to remember
Compared with the Law on Investment 2020, Article 33 of the Law on Investment 2025 has removed two cases requiring project adjustment:
- Change of total investment capital by 20% or more altering the project scale;
- Change of technology already appraised or consulted on.
This streamlines procedures — but investor change remains subject to adjustment. Do not confuse “removing the capital-increase case” with “removing adjustment upon investor change.”
5. Where to file?
Under Article 27 of the Law on Investment 2025, investment registration authorities include:
- Management boards of industrial parks, export processing zones, high-tech zones, and economic zones — for in-zone projects;
- Departments of Finance — for projects outside zones (authority transferred from Departments of Planning and Investment).
Investors may also file online via the National Investment Information System (Article 43, Decree No. 96/2026/ND-CP).
6. What if you do not amend?
The IRC is the State’s basis for project management, land allocation, inspection, and supervision. Keeping the old investor’s name on the IRC after the actual entity has changed may lead to administrative penalties and a forced remedy through the amendment procedure. Do not let a procedural delay become a legal risk.
Frequently asked questions
Does renaming the company (investor) require a new IRC?
Yes — the investor’s name is recorded content on the IRC. The simple procedure under Clause 1, Article 56 applies: request letter plus renaming documents, resolved within 3 working days.
Does a partial capital transfer require IRC amendment?
If the transfer changes the investor named on the IRC (or other registered contents), yes. Purely internal transfers not affecting IRC contents follow enterprise registration rules.
How do “reissuance” and “amendment” of an IRC differ?
Reissuance (Article 109, Decree No. 96/2026) converts old investment licenses/certificates into IRCs. Amendment (Article 56) updates changed contents of an already-issued IRC. They are different procedures — do not confuse them.
Is your project about to change investors? Contact us for guidance on the right procedure.
Reviewed by the FLAW AI Legal Council and submitted to the owner for approval. This article is for reference only and does not constitute legal advice for your specific case.
