Most foreign investors do not file their own application for an Investment Registration Certificate (IRC): they authorize a lawyer or consulting firm in Vietnam to run the whole process. Authorization looks simple but is a recurring bottleneck — a scope drawn too narrowly leaves the authorized person unable to sign explanation letters, while a power of attorney made abroad without consular legalization is not accepted at intake.
This article explains how to prepare a proper power of attorney for IRC filing: the civil-law basis of authorization, the minimum contents to include, when notarization is advisable, how to handle a document made overseas, and which papers the authorized person may sign during the process.
Legal basis for authorizing investment procedures
Representation and authorization are governed by the Civil Code No. 91/2015/QH13: individuals and legal entities may authorize another person to establish and perform transactions and procedures on their behalf within the authorized scope. In investment procedures, the Law on Investment No. 143/2025/QH15 and Decree No. 96/2026/ND-CP recognize that an investor may authorize another organization or individual to carry out investment registration procedures, provided the authorization document is valid and the authorized person can prove their capacity when dealing with the investment registration authority.
As to form, the law does not impose a single mandatory template for an IRC filing power of attorney; the document may be notarized or certified depending on the nature of the work and the receiving authority’s practical requirements. However, a power of attorney made abroad by a foreign corporate investor normally requires consular legalization under Decree No. 111/2011/ND-CP and translation into Vietnamese before use in Vietnam, like the investor’s other legal documents.
Preparing and using the power of attorney
Step 1: Identify the right signatory
For a corporate investor, the person signing the power of attorney must be the competent representative of that organization under its charter and registration documents in its home country. If the signatory is not the legal representative but an internally delegated officer, supporting documents proving the authority chain may be requested. For an individual investor, signing is simpler, but the signature should be certified when the document is made abroad.
Step 2: Draft a scope wide enough for the whole process
The power of attorney should list specific tasks: preparing and filing the dossier, signing the written request and dossier forms, dealing with the investment registration authority, receiving notices, filing supplements, signing explanation letters and collecting the IRC. The common mistake is a generic phrase such as ‘carry out IRC application procedures’, which is easily read narrowly when the authorized person must sign documents arising mid-process. Also state a term covering the expected processing period plus a buffer.
Step 3: Notarization, legalization and translation
A power of attorney made in Vietnam should be notarized or have its signature certified for certainty when presented. One made abroad needs authentication in that country, consular legalization and translation into Vietnamese with a certified translation. The whole chain takes time, so start it in parallel with drafting the project dossier instead of waiting until the dossier is finished.
Step 4: The authorized person deals with the authority
When filing and working with the investment registration authority, the authorized person presents the power of attorney together with personal identification or proof of the consulting firm’s capacity. Everything they sign must fall within the stated scope; if work outside the scope arises — for example negotiating project contents on the investor’s behalf — a supplementary authorization is needed. The investor should require periodic reporting and copies of everything filed and received, keeping control of the dossier.
| Authorized content | What to state | Risk if missing |
|---|---|---|
| Filing and supplements | File, amend, supplement, withdraw the dossier | Cannot file supplements when requested |
| Signing documents | Sign requests, forms, explanation letters | Refused when signing arising documents |
| Collecting results | Receive notices and the IRC | Investor must collect in person |
Frequent mistakes with powers of attorney
Scope too narrow or too generic
Both extremes hurt: a scope drawn too narrowly prevents the authorized person from handling arising situations, while a vague ‘do everything related’ is not clear enough for the authority to confirm signing authority for each document type. The right drafting lists specific task groups by procedure stage, plus an opening clause for documents arising directly from those tasks.
Forgetting legalization for a document made abroad
A power of attorney signed at the parent company’s head office and couriered straight to Vietnam, without authentication and consular legalization, is usually not accepted as a valid document of a foreign investor at intake. The defect surfaces only at filing time, delaying the whole schedule by the time needed to redo the authentication chain overseas.
Losing control over substitute signing after authorizing
Authorization does not transfer decision-making over project contents. Material changes such as increasing capital, moving the site or altering project objectives must be approved by the investor before the authorized person signs documents expressing them. The service contract with the lawyer or consultant should state this approval mechanism and reporting duties, avoiding a filed dossier containing contents the investor never approved.
Once a lawyer or a consultancy has been authorised to file on the investor’s behalf, the working contact with the registration authority should in principle be one single channel — the very person named in the power of attorney. In practice there are still cases where the investor makes separate contact through another channel and sends in an additional, different draft, leaving the authority with two inconsistent information streams for the same project. The power of attorney should therefore identify clearly who acts as the representative, the investor should keep the discipline of communicating only through that channel, and every filed document should be archived for later cross-checking when amendments become necessary.
Authorising a lawyer or a consultancy does not mean the investor steps out of the process: the authorised party acts on procedure only, while questions about the substance of the project — funding sources, the business plan, the ownership structure — must ultimately be answered by the investor itself. If the investor’s side responds slowly or supplies information inconsistent with the filed dossier, no representative, however capable, can turn it into a good file. Agree the coordination mechanism from the outset, covering the investor-side contact, a maximum response time and the principle that every figure sent out is a true figure, because this file will be cross-checked again at the post-inspection stage.
In short, the power of attorney for IRC filing is a small document that decides how smoothly the whole procedure runs when the investor is far away. Identify the competent signatory, list the scope by task group, complete notarization or consular legalization as applicable, and keep an approval mechanism over what is signed for you. Preparing this document carefully at the start lets your lawyer or consultant act immediately whenever the investment registration authority makes a request.
Frequently Asked Questions
I am abroad. Can I authorize a lawyer to file my IRC dossier?
Yes. The law recognizes an investor authorizing a lawyer or consulting firm to carry out investment registration procedures on its behalf under the authorization regime of the Civil Code No. 91/2015/QH13. The power of attorney must state the scope of work clearly; if made abroad, it must be authenticated, consularly legalized and translated into Vietnamese. The authorized person presents the document when dealing with the investment registration authority.
Which template must the power of attorney follow, and is notarization required?
There is no single mandatory template for an IRC filing power of attorney; what matters is the content: the parties’ information, a specific scope of work, a term and the signature of the competent person. A document made in Vietnam should be notarized or have its signature certified for certainty when presented; one made abroad must pass authentication and consular legalization. Many consultancies have ready templates, but the investor should review the authorization scope before signing.
Which documents may the authorized person sign on my behalf?
Within the stated scope, the authorized person may sign the written request for project implementation, dossier forms, explanation letters and supplementary filings, and receive notices and the IRC itself. Contents that change the substance of the investor’s commitments — such as capital, location or project objectives — should only be signed on the investor’s behalf when the power of attorney or a separate approval from the investor clearly allows it.