Expanding into new business lines, adding services alongside production, or pivoting the business model all change the “project objectives” recorded on the Investment Registration Certificate (IRC). For foreign investors, the crux is not drafting an amendment request but the upfront check: whether the new line is subject to market access restrictions, whether it requires a specialized sub-license, and whether it triggers a synchronized amendment on the Enterprise Registration Certificate (ERC).
Filing practice shows the three most common reasons objective-amendment files are returned or delayed: (1) the new line exceeds the foreign investor’s market access conditions (ownership ratio caps, mandatory joint-venture form or Vietnamese partner requirements); (2) the company has already signed contracts and issued invoices for the new line before the IRC was amended; (3) the file lacks evidence of meeting the new line’s business investment conditions. This article systematizes the procedure, dossier, authorities and timelines so FDI companies can handle it correctly from the start.
Quick summary
| Topic | Amending foreign investment project objectives on the IRC |
|---|---|
| Who this is for | FDI companies, foreign investors expanding/adding business lines in Vietnam, and in-house legal teams. |
| Key checkpoints | Market access conditions for the new line (Decree 31/2021/ND-CP), specialized sub-licenses, IRC–ERC consistency, 15-day processing time for projects not subject to in-principle approval. |
| Desired outcome | The IRC amended with the correct new lines, the ERC supplemented with matching business lines, and sub-licenses (if any) complete before business rollout. |
Core legal issue: amending foreign investment project objectives
Project objectives are mandatory IRC contents, reflecting the sectors, products and services the project may carry out. Any addition, change or removal of objectives is an investment project amendment case and requires the IRC amendment procedure before the new business activity begins.
For foreign investors, the first check layer is the market access conditions in Decree 31/2021/ND-CP. For the same business line, a domestic investor may operate freely while a foreign investor may face ownership ratio caps (for example, in distribution services, logistics, telecommunications), mandatory joint-venture forms with Vietnamese partners, or outright prohibition. Adding an objective in a conditional sector without upfront assessment is the shortest path to a rejected file after the company has already prepared personnel, premises and contracts.
The second check layer is sub-licenses. Many business lines may only be operated with an additional specialized license (for example, travel services, foreign-invested education, employment services, security and order services and more). A fully updated IRC and ERC without the sub-license still means the operation is a violation.
The third check layer is IRC–ERC–Charter consistency. Amending objectives on the IRC usually triggers the obligation to add business lines on the ERC and update the company charter. The correct sequence: determine the new objectives → check market access conditions and sub-licenses → amend the IRC → add business lines on the ERC → obtain sub-licenses → roll out the business.
Legal basis and verification sources
- Law on Investment 2025
- Law 76/2025/QH15 amending the Law on Enterprises
- Decree 168/2025/ND-CP on enterprise registration
- Decree 29/2025/ND-CP on the functions and tasks of the Ministry of Finance
- Resolution on the 2025 rearrangement of provincial-level administrative units
- Resolution 203/2025/QH15 amending the Constitution on administrative units
Procedure and dossier checklist
Step 1 — Check market access conditions: compare the new business line against the list of conditional business lines and the market access conditions for foreign investors (Decree 31/2021/ND-CP); determine ownership ratio caps, mandatory investment forms and Vietnamese partner requirements (if any).
Step 2 — Assess sub-licenses and business conditions: determine whether the new line requires a specialized license, practicing certificates or statutory capital conditions; estimate the time and cost of licensing for the rollout plan.
Step 3 — Prepare the IRC amendment dossier: the dossier includes the written request for investment project amendment; the investor’s decision on the objective amendment (with meeting minutes if required by law or the company); a copy of the IRC; evidence of meeting market access conditions and business investment conditions for the new line (if conditional); explanations of the amendment basis when the authority requests.
Step 4 — File and follow up with the investment registration authority: file with the authority that issued the IRC; the processing time is 15 days from receipt of a complete valid dossier for projects not subject to investment in-principle approval; projects subject to in-principle approval must first complete the in-principle amendment approval, with longer processing.
Step 5 — Synchronize the ERC and sub-licenses: after the IRC is amended, add the business lines on the ERC with the business registration authority (3 working days); obtain specialized sub-licenses; update the charter, invoices, template contracts and operating systems before rolling out the new line.
Common risks
Risk 1 — New line exceeding market access conditions: the current foreign ownership ratio exceeds the new line’s cap, or the new line mandates a joint-venture form; the amendment file is rejected after the company has invested in business preparation.
Risk 2 — Operating before procedures are complete: signing contracts, issuing invoices and hiring for a line not yet added — administrative penalties for operating an unregistered business line; revenue and rights from these transactions are hard to protect in disputes.
Risk 3 — Missing sub-licenses: the IRC and ERC are updated but the specialized license is missing; all activity in this gap still constitutes a violation and may be suspended.
Risk 4 — Doing only one side, IRC or ERC: amending objectives on the IRC but forgetting to add business lines on the ERC (or vice versa); the legal file is inconsistent, causing trouble during inspections or subsequent procedures.
Risk 5 — Charter and shareholder agreements lagging behind: the new objectives require a different capital or governance structure (for example, mandatory joint venture, changed contribution ratios) but the charter and shareholder agreements are not updated accordingly, causing internal deadlocks in decision-making.
Competent authorities and filing bodies
Project objective amendments are handled by the investment registration authority that issued the IRC: the provincial/municipal Department of Finance where the project is located, or the Industrial Park, Export Processing Zone, Hi-Tech Park or Economic Zone Management Authority for projects inside such zones. Business line additions are handled by the business registration authority under the enterprise registration change procedure in Decree 168/2025/ND-CP. Sub-licenses are issued by each sector’s specialized authority.
Where the new line is subject to investment in-principle approval, the file must pass the in-principle approval authority (the National Assembly, the Prime Minister or the provincial People’s Committee, depending on scale and sector) before the IRC amendment.
When to contact a lawyer
Engage a lawyer early in three cases: (1) before deciding to expand into a new sector — to assess market access conditions, the feasibility of the whole plan and the realistic timeline of the entire procedure chain; (2) when the new line is conditional or requires sub-licenses — the procedure sequence needs designing, condition evidence prepared, and supplementary authority requests handled; (3) when business has already been rolled out before procedures were completed — a remediation plan is needed to minimize sanctions and regularize transactions already made.
How FLAT LAW FIRM helps
FLAT LAW FIRM assists with reviewing market access conditions for new business lines, designing the IRC–ERC–sub-license amendment sequence, standardizing dossiers and working with the investment registration authority, in Vietnamese, Chinese and English.
See also: Amending an Investment Registration Certificate | Increasing investment capital of an FDI project | Reducing investment capital of an FDI project
FAQ
Does changing project objectives mandatorily require an IRC amendment?
Yes. Project objectives are IRC contents; adding, changing or removing objectives is an investment project amendment case and the IRC amendment procedure must be completed before rollout.
How long does an IRC amendment for objective changes take?
15 days from receipt of a complete valid dossier for projects not subject to investment in-principle approval. Projects subject to in-principle approval must first pass the in-principle amendment approval, so processing is longer.
What must a foreign investor check before adding a new line?
The line’s market access conditions (foreign ownership caps, mandatory investment forms, Vietnamese partner requirements) under Decree 31/2021/ND-CP; the line’s business investment conditions; and related specialized sub-licenses.
Can the new line be operated while the IRC amendment is pending?
It should not. Signing contracts and issuing invoices for a line not yet added may draw penalties for operating an unregistered business line, and resulting transactions are hard to protect in disputes.
After amending objectives on the IRC, is anything needed for the ERC?
Yes. The matching business lines must be added on the ERC with the business registration authority (3 working days), and the charter updated so the IRC–ERC–charter are consistent.
Does removing objectives require procedures?
Yes — it is still an IRC content change requiring amendment; simultaneously review the withdrawal and return of sub-licenses no longer used.
Where are objective amendment files submitted?
With the investment registration authority that issued the IRC: the provincial/municipal Department of Finance where the project is located, or the Industrial Park/Export Processing Zone/Hi-Tech Park/Economic Zone Management Authority if the project is inside such zones.
