Amending the IRC: Capital Increase and Expansion Checklist

Checklist for Amending the Investment Registration Certificate When Increasing Capital or Expanding the Project

When an FDI project runs steadily, raising capital to expand capacity, add production lines, or open new sites is a natural next step. What many investors overlook: any change to the investment capital, scale, objectives, location, or duration recorded on the Investment Registration Certificate (IRC) must be reflected on the certificate itself. Operating on figures that no longer match the IRC means operating outside the registered scope — a recipe for administrative penalties and roadblocks in later procedures (ERC amendment, sub-licenses, tax finalization).

This article is a 9-item checklist for amending the IRC when increasing capital or expanding a project, with legal basis and the mistakes that most often get dossiers sent back. If your company is still at the first-time IRC application stage, start with the IRC application dossier checklist for manufacturing FDI companies before reading this article.

Table of Contents

• 1. When an IRC amendment is mandatory
• 2. The 9-item checklist
• 3. Where to file and how it proceeds
• 4. Three things to do right after receiving the amended IRC
• 5. The most common rejection reasons
• 6. Amending the IRC vs. amending the ERC: how to sequence them
• FAQ

1. When an IRC amendment is mandatory

Under the Law on Investment 143/2025 (effective 01/3/2026) and Decree 96/2026/ND-CP (effective 31/3/2026), investors must amend the IRC when any registered content changes, including:

• Increase (or decrease) of investment capital — the most common case;
• Expansion of scale or capacity, or changes to project objectives;
• Change of project location or addition of new sites;
• Change of project duration (extension);
• Changes of investor or of granted investment incentives.

One important note: extending the implementation schedule is also capped — the law allows extensions of no more than 24 months beyond the schedule on the IRC, and the amendment must be approved before the registered schedule expires. The full post-issuance life cycle — amendment, schedule extension, duration extension, and termination — is mapped in our guide to amending, extending, and terminating the Investment Registration Certificate.

2. The 9-item checklist

Item 1 — Written request for project amendment

This is the cover letter of the whole dossier: project information, the proposed changes (capital from X to Y, new items added), reasons, and the investor's commitments. Signed by the legal representative of the project-implementing entity, with company seal. Why it matters: the investment registration authority uses it to define the review scope; figures that do not match the attachments are the single most common reason for rejection.

Item 2 — Investor's internal decision on the amendment

Depending on company type: the owner's decision (single-member LLC), members' council resolution (multi-member LLC), or general meeting of shareholders / board resolution (joint-stock company) on the capital increase and expansion. Why it matters: it evidences the investor's valid internal will; without it, the authority has no basis to confirm the increase is the company's official decision. How: convene the meeting in line with the voting procedures in the company charter and the Law on Enterprises 2020.

Item 3 — Report on project implementation to date

Progress report: capital contributed/disbursed, work completed, employees hired, financial obligations fulfilled. Why it matters: the authority needs to see a seriously implemented project before approving expansion; "dormant" projects asking to raise capital face intense scrutiny.

Item 4 — Amended investment project proposal

Describes the changes: new capital scale (split between investor equity and mobilized capital), capital contribution and implementation schedule after amendment, additional land/labor needs, socio-economic efficiency. How: prepare it in the standard project-proposal format, presenting changes as a clear "before vs. after" comparison.

Item 5 — Proof of financial capacity (for capital increases)

One or a combination of: the investor's financial statements for the last 02 years (audited if available), a financial support commitment from the parent company or a credit institution, bank statements, or documents proving ownership of assets contributed as capital. Why it matters: paper-only capital increases without proven sources signal a phantom project; this is the item most often asked to be supplemented.

Item 6 — Location documents (for site expansion)

Copies proving land-use rights at the new site: land/factory lease contracts, land-use right certificates, or in-principle lease agreements. Note: the new location must conform to local land-use and sector planning — the registration authority will consult the land administration agency where necessary.

Item 7 — Investor's legal status documents

Copies of the issued IRC, the Enterprise Registration Certificate (ERC), and the company charter; for foreign individual investors, a valid passport copy. Why it matters: confirms the applicant is the project's registered investor; any un-updated change of legal representative on the ERC must be fixed first.

Item 8 — Documents for conditional business lines

If expansion moves into conditional business sectors (e.g. logistics, education, healthcare), the dossier must include the specialized authority's approval/license or proof of meeting the conditions. Common trap: investors expanding into new sectors without checking market-access conditions for foreign investors (Appendix I of Decree 96/2026/ND-CP lists 23 sectors closed to foreign investors).

Item 9 — Amended investment policy approval (if applicable)

Projects subject to investment policy approval (large scale, land-use conversion, sensitive sectors) that change the approved content must first amend the policy approval before amending the IRC (see investment policy approval 2026: when it is required and how it differs from the IRC and ERC). This step is frequently missed, and the IRC amendment is then refused for "unmet conditions".

3. Where to file and how it proceeds

File with the investment registration authority that issued the IRC: the industrial/economic zone management board (projects inside zones) or the Department of Finance (projects outside zones). The flow: submit 01 dossier → authority checks completeness and validity → consults relevant agencies where needed → issues the amended IRC. Processing time follows Decree 96/2026/ND-CP (10 working days from receipt of a complete dossier for projects not subject to investment policy approval; amendments follow a similar process).

4. Three things to do right after receiving the amended IRC

1. Register the enterprise content change: an IRC capital increase does not automatically raise charter capital on the ERC. File the change with the business registration authority.
2. Update sub-licenses: work permits, sector eligibility certificates, etc., where content relates to the new scale, capital, or location.
3. Review tax obligations: from 2026 there is no more license tax obligation (abolished under Article 10(7) of Resolution 198/2025/QH15); only review other tax filing duties (if any) and note any outstanding obligations for 2025 and earlier if not yet completed; talk to the chief accountant immediately.

5. The most common rejection reasons

• Filing without a valid internal decision (Item 2) — especially in joint-stock companies with foreign shareholders, where meeting convening and voting ratios often go wrong;
• Foreign documents lacking consular legalization or notarized translation;
• Capital figures inconsistent across the request letter, the proposal, and the financial-capacity proof;
• Capital increase without an explainable funding source, or a source mismatched to the investor's capacity;
• Skipping the policy-approval amendment for projects subject to it.

6. Amending the IRC vs. amending the ERC: how to sequence them

Many investors confuse amending the Investment Registration Certificate (IRC) with amending the Enterprise Registration Certificate (ERC). The rule of thumb: amend the IRC first, then the ERC when the change relates to the investment project (capital increase, new location, added objectives). The business registration office typically asks to see the amended IRC when the ERC filing touches investment capital or conditional business lines.

If the change is purely corporate (company name, legal representative, head-office address not tied to the project site), only the ERC needs amending — the IRC stays untouched. Getting the sequence right avoids redundant filings and saves time and cost. On the ordering of the two certificates, see also: ERC or IRC first under the 2025 Law on Investment.

FAQ

Q: Is amending the IRC mandatory when increasing investment capital?

A: Yes. Investment capital is recorded on the Investment Registration Certificate. When capital increases — whether equity contributed by the investor or mobilized capital — the IRC no longer reflects reality and must be amended under the Law on Investment 143/2025 and Decree 96/2026/ND-CP.

Q: How long does an IRC amendment take?

A: Under Decree 96/2026/ND-CP, issuance of a new IRC takes 10 working days from receipt of a complete and valid dossier for projects not subject to investment policy approval. Amendment dossiers follow a similar process; projects subject to policy approval take longer because the approval itself must first be amended.

Q: Does increasing investment capital on the IRC automatically increase charter capital on the ERC?

A: No. The IRC and the ERC are separate documents. After the IRC is amended, the enterprise must separately register the charter capital increase with the business registration authority.

Q: Do foreign documents in the dossier need consular legalization?

A: Yes, unless exempted under an international treaty to which Vietnam is a party. Documents issued abroad (e.g. audited financial statements, powers of attorney) must be consularly legalized and translated into Vietnamese with notarized translation before submission.

Q: Does amending the IRC change the project's operation term?

A: No, unless a term extension is requested in the same amendment dossier. Amending other contents does not automatically extend the project term. If the term is about to expire, bundle the extension request into the same amendment filing to save a full procedure cycle.

Q: Can the investor authorize a consulting firm to file the IRC amendment dossier?

A: Yes. The authorized filer needs a valid authorization letter from the investor/project company, plus documents proving the authorized person's capacity. In practice, a consulting firm that knows the process well gets the dossier "clean" on first submission, materially reducing the risk of return-for-supplement.

When to work with a lawyer

Work with a lawyer when: the project is subject to investment policy approval; the capital increase involves ownership restructuring or new investors; expansion enters conditional sectors or a new site with complex planning issues; or the dossier has been returned repeatedly without a clear reason. FLAT Law Firm accompanies FDI investors through the full IRC amendment process — contact our hotline 0988424851 for a pre-filing dossier review.

References

• Law on Investment 2025 (No. 143/2025/QH15), effective 01/3/2026.
• Decree 96/2026/ND-CP dated 31/3/2026 detailing the Law on Investment, effective 31/3/2026.
• Law on Enterprises 2020 (No. 59/2020/QH14), effective 01/1/2021.
• Cross-checked via the Official Gazette and thuvienphapluat.vn at the time of writing (28/9/2026).

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