In an application for an Investment Registration Certificate (IRC), few details cause as much needless delay as the certified copies. An investor’s passport certified at the wrong place, a parent company’s incorporation certificate missing consular legalization, or a translation without certification — each small defect can send the whole dossier back for supplementation. The problem is not that the rules are difficult, but that many investors certify documents following the habits of their home country.
This article systematizes the current rules on copies and certification in Vietnamese investment dossiers: where each type of document is certified, what value overseas certification carries, how long a copy remains usable and whether the IRC-issuing authority keeps the originals for comparison.
Legal basis for certification and legalization of documents
The issuance of copies and the certification of copies from originals in Vietnam are governed by Decree No. 23/2015/ND-CP on issuing copies from master registers, certifying copies from originals, certifying signatures and certifying contracts and transactions. Under this framework, copy certification is performed at competent bodies such as commune-level People’s Committees, justice offices, notarial practice organizations or Vietnamese representative missions abroad, depending on the document type and the place of certification.
For documents issued by foreign authorities — such as the parent company’s certificate of incorporation, charter and decisions appointing representatives — the Law on Investment No. 143/2025/QH15 and Decree No. 96/2026/ND-CP require consular legalization under Decree No. 111/2011/ND-CP on consular certification and legalization, unless a treaty to which Vietnam is a party provides otherwise, and translation into Vietnamese. Draw the line clearly: legalization authenticates the signature and seal on a foreign document, while copy certification confirms a copy matches its original — two different procedures that usually both have to be completed.
Certifying each group of documents
The individual investor’s personal documents
A foreign individual investor’s passport needs a certified copy, or a copy presented together with the original for comparison, as required by the receiving authority. An investor in Vietnam can certify at a notarial practice organization or a competent body; an investor abroad can do so at a Vietnamese diplomatic or consular mission. A photo or a plain scan without certification cannot replace a certified copy where the dossier requires one.
The corporate investor’s legal documents
The overseas parent company’s certificate of incorporation, business licence and charter must pass a chain: certification or authentication in the issuing country, consular legalization, then translation into Vietnamese and certification of the translation. This order cannot be reversed — translating first and legalizing later forces a re-translation of the legalization stamp. Order several legalized sets from the start for follow-on procedures such as opening a capital account.
Documents arising in Vietnam
Documents made in Vietnam, such as the premises lease, agreements in principle with partners and domestically made powers of attorney, are copied and certified under Decree No. 23/2015/ND-CP at competent domestic bodies and organizations. For bilingual documents, ensure the Vietnamese and foreign-language parts match exactly on figures, because the appraising authority mainly reads the Vietnamese version.
Arranging and cross-checking before filing
Before filing day, build a list of every document with its certification status, certification date and number of copies. Cross-check names, document numbers and dates across the original, the legalized version and the translation — a one-character difference in the investor’s name across layers is the most frequently caught defect. This review is far cheaper than a supplement round.
| Document group | Procedure needed | Where |
|---|---|---|
| Investor’s passport | Certified copy | Notary, competent body or Vietnamese mission |
| Parent company licence | Consular legalization + certified translation | Issuing country, then translation in Vietnam |
| Premises lease in Vietnam | Certified copy when required | Domestic notarial practice organizations |
Certification mistakes that get dossiers returned
Confusing consular legalization with copy certification
Many investors submit parent company documents whose copies were certified abroad and are surprised by a legalization request. Certification abroad only confirms a copy matches its original within that country’s system; for the document to be usable in Vietnam, the consular legalization layer is mandatory unless a treaty exempts it. Conversely, a legalized document still needs a certified Vietnamese translation to be complete.
Using stale copies or superseded documents
Certification law does not fix one validity period for every certified copy, but the appraising authority may require documents that still reflect the current status — for example the newest incorporation certificate after the parent renamed or changed its representative. Reusing a legalized set from a transaction years ago, when the information has since changed, is a practical risk rather than a matter of form.
Assuming the authority keeps the originals
The investment registration authority receives copies as prescribed and may ask the investor to present originals for comparison at filing or during appraisal, but the principle is that originals are returned after comparison and copies are what stay on file. Never mail your only original without a fallback plan; use legalized copies for the dossier and keep originals under your own control.
Few steps depend on local habit as visibly as the copying and certification of documents: the same foreign document may be accepted in one format in one place and require an additional notarised translation step or a different presentation in another. Consular legalisation does not automatically mean the papers match the format the receiving unit where the project is located is used to handling. Before having a whole set of documents certified abroad, ask the receiving authority at the filing location about the format they currently apply, to avoid redoing the entire set over a matter of form.
The copied and certified documents prepared for the licensing file do not retire once the certificate is issued: enterprise registration, opening the capital account and the initial tax procedures will all call for those very same papers again. Without systematic archiving, every post-licensing procedure becomes another round of certification from scratch — costly and slow, especially for documents that must be consularly legalised from abroad. From the day of licensing, open a tracking calendar for compliance milestones such as capital contribution and first-period reporting, so that the standard document set and the compliance calendar move together instead of drifting apart.
In short, copies and certification in an investment dossier follow a clear logic: Vietnamese documents are certified under Decree No. 23/2015/ND-CP, while foreign documents must pass consular legalization and then certified translation. Start the foreign-document chain earliest, because it depends on foreign authorities and is the slowest link in the whole dossier. A checklist verifying each authentication layer before filing keeps the dossier out of a supplement round caused purely by formal defects.
Frequently Asked Questions
Where are certified copies in an investment dossier made?
Copies of documents issued in Vietnam are certified at commune-level People’s Committees, justice offices or notarial practice organizations under Decree No. 23/2015/ND-CP. An investor abroad can have copies certified at a Vietnamese representative mission in that country; documents issued by foreign authorities additionally need consular legalization before they can be used in the dossier.
Are copies certified overseas accepted in Vietnam?
Certification performed at a Vietnamese representative mission overseas is accepted. However, a foreign-issued document that has only had its copy certified locally is not enough: it must undergo consular legalization under Decree No. 111/2011/ND-CP, unless an international treaty provides an exemption, and be translated into Vietnamese with a certified translation.
How long is a certified copy valid for use?
The law does not set one uniform validity period for all certified copies; a copy’s value is tied to the original remaining in force and its information being unchanged. In investment appraisal practice, the authority may request updated documents if a copy is old or the investor’s information has changed. So if the parent company has just renamed, changed its representative or amended its charter, redo the document set instead of reusing an older legalized one.
This article has been quality-reviewed by the FLAW AI Legal Council
