Your project is running well, and you want to increase the investment capital to expand production. The question: does a capital increase require “re-approval” of the investment policy? Must the Investment Registration Certificate (IRC) be amended?
Good news: the Law on Investment 2025 has significantly simplified this procedure. This article analyzes it 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. The key innovation: capital increases no longer require policy adjustment
Under Clause 3, Article 33 of the Law on Investment 2025, only five cases require the investment policy adjustment approval procedure:
- Changing or supplementing contents or objectives subject to investment policy approval as recorded in the approval document;
- Changing the land area scale as stipulated by the Government, or changing the investment location;
- Extending the project implementation schedule by more than 24 months (per Clause 4, Article 33);
- Adjusting the project’s operation duration;
- Changing the investor of a project whose investment policy was approved together with investor approval (before exploitation/operation), or changing investor conditions.
Compared with the Law on Investment 2020, the new Law has removed two cases:
- ❌ Change of total investment capital by 20% or more altering the project scale;
- ❌ Change of appraised/consulted technology.
Conclusion: a pure capital increase — not entailing changes to objectives, location, a schedule extension beyond 24 months, or operation duration — does not require the investment policy adjustment approval procedure.
2. When does a capital increase STILL require policy adjustment approval?
If the capital increase entails one of the five cases in Clause 3, Article 33, the procedure still applies. Practical examples:
- Capital increase to expand the land area used → case 2;
- Capital increase accompanied by a schedule extension beyond 24 months → case 3;
- Capital increase to change project objectives (e.g., from component manufacturing to automobile assembly) → case 1.
In short: the capital increase itself is “exempt,” but accompanying changes are not.
3. Must the IRC be amended upon capital increase?
Yes. Investment capital is recorded content on the Investment Registration Certificate. When actual investment capital changes, investors should complete the IRC amendment procedure so the certificate reflects reality — it is the authorities’ basis for project supervision and inspection.
IRC amendment procedure for capital increases (projects not subject to policy adjustment approval):
- Dossier (one set + electronic copy): written request to adjust the investment project; project implementation status report up to the adjustment time; the investor’s decision (for institutional investors); financial capacity evidence for the increased capital portion (bank balance confirmation, audited financial statements, etc.); copy of the IRC;
- Receiving authority: Department of Finance (outside zones) or the management board of the industrial park / export processing zone / high-tech zone / economic zone (in-zone), per Article 27 of the Law on Investment 2025;
- Where the increase entails policy adjustment approval: after the adjustment approval decision, the investment registration authority amends the IRC within 5 working days (Article 38, Decree No. 96/2026/ND-CP).
4. Distinguish: increasing INVESTMENT capital vs. CHARTER capital
This is the most confusing point:
| Criterion | Increasing investment capital (project) | Increasing charter capital (enterprise) |
|---|---|---|
| Nature | Increasing total capital for the investment project | Increasing the company’s charter capital |
| Document amended | Investment Registration Certificate (IRC) | Enterprise Registration Certificate |
| Authority | Investment registration authority (Dept. of Finance / IZ board) | Business registration authority |
| Basis | Law on Investment 2025, Decree 96/2026 | Law on Enterprises 2020, Decree 168/2025 |
In practice, an investment capital increase usually accompanies a charter capital increase (contributed capital rises) — investors must complete both procedures in parallel; neither replaces the other.
Frequently asked questions
Does a 10% capital increase require IRC amendment?
The new Law removed the 20% threshold — any capital increase changing IRC-recorded content should be reflected via amendment so the certificate stays accurate, even without the policy adjustment approval procedure.
Must financial capacity be proven again for the increase?
Yes — the amendment dossier needs financial capacity evidence for the increased portion (bank confirmation, financial statements), similar to the initial project filing.
Is your project about to increase investment capital? Contact us for end-to-end procedural guidance.
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.