Adding New Business Lines to an IRC: What to Do

Your IRC Lists Old Business Lines — How to Add New Ones

Scenario: Company X LLC (100% Singapore-owned) received its IRC in 2021 for "manufacturing electronic components". It now wants to add logistics and warehouse leasing serving its own supply chain. In-house counsel asks: must we apply for a new IRC from scratch? What conditions apply to the new lines? And while waiting for the amendment, may we sign warehouse leases first?

This is a classic situation: after a few years of operation, FDI projects commonly expand into new business lines — but the IRC is a project-bound licence, and any change to objectives or lines requires an amendment procedure. Getting the sequence wrong can mean administrative sanctions and tax trouble. The good news: in most cases you do not need a new IRC — you amend the existing one. The bad news: the amendment is not a rubber stamp, especially when the new lines are conditional or change the project's nature.

Table of contents

• 1. The principle: the IRC governs the project, not the company
• 2. Three scenarios and how to handle them
• 3. Steps (Scenarios A and B)
• 4. Common risks
• 5. Frequently asked questions
• 6. When to work with a lawyer
• References

1. The principle: the IRC governs the project, not the company

The key point many enterprises miss: foreign investors in Vietnam operate under two parallel licences:

• IRC — governs the investment project: objectives, scale, location, schedule, business lines.
• ERC (Enterprise Registration Certificate) — governs the legal entity: the company's business lines.

Adding new lines to an FDI project's operations means amending both: the IRC (project objectives/lines) and the ERC. Doing only one is not enough — tax and sectoral authorities cross-check both. On how the two certificates differ and in which order to handle them, see IRC vs. ERC when forming an FDI company in Vietnam.

2. Three scenarios and how to handle them

Scenario A: the new lines fall within the approved objectives

Example: the IRC covers "manufacturing electronic components and ancillary activities". This only requires an IRC amendment (adding lines) at the investment registration authority, under Investment Law 143/2025 and Decree 96/2026/ND-CP (see the IRC amendment, extension and termination procedure). The simplest scenario.

Scenario B: the new lines go beyond the approved objectives but do not trigger investment policy approval

Company X's example: from manufacturing into logistics and warehousing. The new lines change the project objectives — still an IRC amendment, but the file must demonstrate consistency (location, scale, environmental impact if any) and the authority will scrutinise it more closely. If the new line is a conditional business line (e.g. logistics with vehicle/warehouse conditions), the investor must satisfy all conditions before it is recorded.

In practice, this is where most files stall. The investment registration authority often consults the sectoral regulator — for logistics, the transport authority; for warehousing with cold storage, fire-safety and food-safety bodies — and each consultation adds weeks. A practical tip: obtain the sectoral authority's written guidance (or pre-clearance where available) before filing the IRC amendment, and attach it to the file. Authorities rarely reject an amendment that already carries the sectoral regulator's blessing.

Scenario C: the new lines trigger investment policy approval

Examples: adding mineral exploitation, large-scale real estate business, or sectors with defence/security requirements. Before amending the IRC, the project must pass investment policy approval by the competent level (Prime Minister, provincial People's Committee depending on the case) — see investment policy approval 2026: when it is required and how it differs from the IRC and ERC. The most complex scenario, and the longest.

Here the sequencing matters most. The investor should not file the IRC amendment first and hope the policy approval follows — the two procedures run in a defined order, and filing out of order is the single most common cause of files being returned. Start with a legal opinion mapping exactly which approval level applies to the new lines, then build the timeline backwards from the target commercial launch date. For projects where the new lines are commercially urgent, consider whether a separate new project (with its own IRC) is faster than amending the existing one — sometimes it is, because a clean new file avoids re-litigating the old project's compliance history.

3. Steps (Scenarios A and B)

1. Legal review: check whether the new lines are on the conditional business lines list; for foreign investors, check WTO market-access conditions. This step also confirms whether you are in Scenario A, B or C — misclassification here wastes months.
2. Prepare the IRC amendment file: amendment request, project implementation report, evidence of meeting the new lines' conditions (if any). The implementation report matters more than most investors expect: authorities use it to verify the existing project is compliant (capital contributed, schedule met, tax filings current) before granting anything new. Clean up legacy compliance issues first.
3. File with the investment registration authority (industrial/economic zone management board or Department of Finance — wherever the original IRC was issued). Keep the filing receipt; the statutory clock runs from a complete file, and "completeness" is where disputes about delay usually start.
4. Receive the amended IRC, then add the lines on the ERC at the business registration authority. Do not skip this step: banks, tax authorities and counterparties check the ERC, and a mismatch between IRC and ERC is a red flag in due diligence. On the practical ordering of the two certificates, see also: ERC or IRC first under the 2025 Law on Investment.
5. Obtain sub-licences (if the new lines require them): e.g. transport business licence, warehouse fire-safety conditions. Sequence these in parallel with the IRC amendment where the law allows, so the new lines are commercially usable the day the amended IRC issues.

3.6. Dossier checklist by scenario

4. Common risks

A note on timing. The statutory processing clock only starts when the file is deemed complete, and authorities may issue several rounds of supplementation requests — each round restarts practical momentum even if the legal clock is paused. The single best accelerator is a pre-filing consultation: most investment registration authorities accept informal discussions of the draft file, and the comments received there eliminate the majority of later supplementation rounds. Budget internal time accordingly, and never promise customers a launch date tied to the statutory minimum.

• "Operate first, amend later": signing contracts and issuing invoices for the new lines before the IRC is amended may trigger investment administrative sanctions and tax challenges to the validity of related revenue and costs. Even a single invoice issued under the wrong licence scope can complicate a later tax audit.
• Tax: the new lines may not enjoy the same incentives as the old ones (e.g. incentives limited to manufacturing) — keep separate accounting. Incentives attach to the project objectives on the IRC, so an amended IRC with broader objectives can dilute or complicate the incentive position of the original lines if not structured carefully.
• Company charter: if the charter limits business lines, amend it in parallel (internal procedure: Members' Council / General Meeting of Shareholders). A charter amendment is an internal corporate action, but counterparties in financing transactions will ask for it.
• Land: new lines (warehousing, logistics) may require repurposing part of the land area — check before committing to customers. Land-use purpose on the land documents must align with the new lines, or the enterprise may need a land-purpose conversion on top of the IRC amendment.

5. Frequently asked questions

Q: Does adding business lines to an IRC require a fresh investment policy approval?

A: Not necessarily. If the new lines stay within the approved project objectives and are not subject to investment policy approval, only an IRC amendment is needed. If the new lines change the project objectives or fall into approval-triggering cases, the file becomes more complex.

Q: What if the new business line is conditional?

A: The investor must fully satisfy the conditions of that line before it is recorded: minimum capital, practising certificates, sector licences. Foreign investors must also check market-access conditions under WTO commitments.

Q: After amending the IRC, must the ERC be updated too?

A: Yes. Two parallel licences: the IRC governs the investment project, the ERC governs the legal entity. After the IRC amendment, the enterprise must add the lines on the ERC at the business registration authority so both licences match.

Q: Can we operate the new line before the IRC is amended?

A: Risky. Operating outside the IRC content may trigger administrative sanctions on investment and tax questions on the validity of related revenue and costs. Do not "operate first, amend later".

Q: How long does an IRC amendment for new business lines take?

A: Statutory processing times exist per procedure type, but in practice much depends on whether the new lines are conditional and whether ministries must be consulted. Budget 15–45 working days and prepare a complete file from the start.

6. When to work with a lawyer

Work with a lawyer when: you cannot determine whether the new lines are conditional or trigger policy approval; the IRC amendment file keeps getting returned; the new lines involve land, environment or sectoral sub-licences; or you need to synchronise IRC – ERC – charter in one pass to avoid licence misalignment. FLAT Law Firm helps FDI enterprises amend IRCs and expand business lines lawfully — hotline 0988424851.

References

• Investment Law 143/2025/QH15 (effective 01/3/2026).
• Decree 96/2026/ND-CP guiding the Investment Law (31/3/2026).
• Enterprise Law 59/2020/QH14, amended by Law 76/2025/QH15 (effective 01/7/2025).

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