Large FDI projects rarely have a single investor: they are usually consortiums of two or three foreign investors, or a combination of a foreign investor with a Vietnamese partner. The project group’s first question is then whose names appear on the Investment Registration Certificate (IRC), in what form, and whether each party’s contribution ratio shows on the certificate. This recording method decides which procedures must be run whenever the investor structure later changes.
This article explains how multiple investors are recorded on one IRC, the relationship between the certificate’s contents and the project proposal dossier, and the amendment procedure when an investor withdraws, a new investor joins or contribution ratios change mid-project.
Legal basis: recording investors on the IRC
Under the Law on Investment No. 143/2025/QH15 and Decree No. 96/2026/ND-CP, the IRC certifies the registered information of an investment project, including information about the investor implementing the project. Where several investors implement a project together, the application dossier presents each investor in full with its capital part and corresponding role, and the issued certificate records those investors for the same project. No separate IRC is issued to each investor for its own slice of the project.
Investor information on the IRC is tightly bound to the registered contents: name, nationality or place of registration, legal documents and the contribution ratio into the project’s investment capital. Therefore every change in investor composition — withdrawal, transfer of a participation part, admission of a new member — is a change of registered investment contents that requires an IRC amendment under the rules before the change is operated in practice, rather than merely amending the investors’ internal agreement.
From initial recording to amendment when investors change
Step 1: Present the investor structure in the application
In the project proposal and written request, the investor group clearly presents each participating investor, the capital part each commits to the project’s investment capital and the coordination mechanism. Each foreign investor’s legal documents must be consularly legalized and translated with certification, as in the single-investor case. The consortium or shareholders’ agreement between the parties should be settled before filing, because the dossier must reflect the agreed structure accurately.
Step 2: Check the recorded information when collecting the IRC
When collecting the IRC, reconcile each investor’s name, nationality, legal document number and contribution ratio against the filed dossier. A defect at this stage — a missing investor or a wrong ratio — if not caught early, complicates bank transactions, capital account opening and later amendments, because every authority and counterparty relies on what the certificate records.
Step 3: Amend the IRC when an investor withdraws or ratios change
When an investor leaves the project or the parties change contribution ratios, the project runs an IRC amendment with an explanation, the parties’ agreement on the change and documents of the remaining or incoming investor. The withdrawing party’s capital part needs a clear solution: taken up by the remaining parties, replaced by a new investor, or matched by reducing the project’s investment capital accordingly.
Step 4: Admit a new investor into an operating project
A new investor joining an operating project must supply full legal documents like an original investor and satisfy the market access conditions applying to the project’s sectors. The amendment recording the new investor is complete only when the investment registration authority approves the amended contents; before that point, the new investor should not exercise project investor rights in practice, especially capital transactions through the project’s accounts.
| Event | IRC handling | Key documents |
|---|---|---|
| First issuance to a consortium | Record all investors and contribution ratios | Each investor’s legal documents, consortium agreement |
| An investor withdraws | Amend the IRC | Withdrawal agreement and capital part solution |
| A new investor joins | Amend the IRC to add the investor | New investor’s legal documents, participation agreement |
Common mistakes in multi-investor projects
Amending only the internal agreement and forgetting the IRC
Parties often sign an annex changing ratios or membership and consider the job done. In investment registration terms, that change has no effect vis-a-vis state authorities until the IRC is amended. The gap between internal papers and the IRC is a risk when the project is inspected or when a dispute arises among the investors themselves.
No exit mechanism in the consortium agreement
When a party wants to exit mid-way and the agreement has no clauses on valuing its capital part, the remaining parties’ pre-emption rights and responsibility for unpaid contributions, the IRC amendment is delayed by renegotiation from scratch. These clauses should be drafted at project formation, while relations between the parties are still smooth.
Letting one representative investor hold the whole project
Some groups put a single investor’s name on the dossier for convenience while several parties actually contribute under an internal agreement. This leaves the unrecorded investors without a direct legal basis vis-a-vis the project before state authorities, and their contributions are protected only at the internal contract level — a major risk if a dispute erupts.
When several investors stand together in one project and work through a single consultancy, file quality depends on a step few people notice: whether the information each party supplies about its own part matches the overall picture. One party declaring its contribution under a verbal understanding while another declares under a different internal document is enough for the consultancy — however competent — to draft a self-contradictory file. The parties should jointly sign one baseline data confirmation before the adviser starts drafting, and understand clearly that every registered figure will serve as the benchmark when the authority cross-checks at post-inspection later on.
For a project with several investors, the registration authority reads the file by addition: each investor’s contribution ratio, the total investment capital and the planned charter capital must agree to the last figure across every document. If just one investor declares a capital share that differs from the number in the joint proposal, or one party’s papers record the project name in a different form, the entire file will be sent back for explanation. The parties should agree on one set of figures and one single way of writing the project name before each side signs its own papers, and the drafter should cross-check each party’s section as if reviewing a single document.
In short, one project can record multiple investors on a single IRC, with each party’s contribution ratio, and every change in composition or ratios must pass through an IRC amendment. Settle a consortium agreement with exit clauses from the start, check the certificate’s recorded information carefully on receipt, and never let internal papers run ahead of the registered file. This synchronization is the foundation protecting each investor’s rights throughout the project’s life.
Frequently Asked Questions
How are several investors in one project recorded on the IRC?
All investors implementing the project together are recorded on the single IRC issued for that project, with each investor’s identifying information and corresponding contribution to the project’s investment capital. There is no separate IRC for each investor’s part; the application dossier must present every party in full, and each foreign party’s legal documents must be legalized and translated with certification as usual.
If an investor withdraws, must the IRC be amended?
Yes. An investor’s withdrawal changes the registered investment contents, so the project must carry out an IRC amendment, supported by the parties’ agreement and a plan for the withdrawing party’s capital part: taken up by remaining parties, replaced by a new investor, or matched by a reduction of the project’s investment capital. Signing only an internal agreement without amending the IRC creates a gap between the registered file and reality.
Is each investor’s contribution ratio printed on the IRC?
The investors’ contribution structure into the project’s investment capital forms part of the registered contents and is reflected in the dossier and the project’s certified information. When collecting the IRC, the project group should carefully check each investor’s information and corresponding ratio against the filed dossier; any discrepancy must be raised with the issuing authority immediately, before the certificate is used for subsequent transactions.
This article has been quality-reviewed by the FLAW AI Legal Council
