Scenario: a Singapore electronics group decides to set up a wholly foreign-owned subsidiary in Bac Ninh. When filing for an Investment Registration Certificate, the case officer asks for a supplement: the parent company’s investment decision. The group is puzzled — the dossier checklist in Decree 96/2026/ND-CP does not list this document by name. Is it truly mandatory, what must it contain, and who may validly sign it?
Where does the investment decision sit in the IRC dossier?
Clause 1, Article 32 of Decree No. 96/2026/ND-CP (31 March 2026, guiding the Law on Investment No. 143/2025/QH15 effective 1 March 2026) lists eight dossier groups: the written project request; legal-status documents; financial-capacity documents; the project proposal; site-use documents; the technology explanation; the BCC contract; and other documents required by specialized laws. The parent company’s investment decision is not named separately.
On the letter of the law, point b, clause 1, Article 6 of Decree 96/2026/ND-CP bars the receiving authority from demanding documents beyond the statutory list. In practice, however, investment registration authorities routinely request the parent company’s investment decision or resolution as evidence of investment intent and of the signatory’s authority over the dossier. Practicing firms all include the “resolution or decision on capital contribution and investment of the board of directors or members’ council in accordance with the laws and charter of the foreign company” in institutional investors’ checklists. Practical lesson: prepare it from the outset rather than waiting for a supplementation request — each round extends processing time.
Who has signing authority: the Board of Directors, the Members’ Council, or the shareholders’ meeting?
For a joint-stock parent, clause 2, Article 153 of the Law on Enterprises No. 59/2020/QH14 (effective 1 January 2021) empowers the Board of Directors to decide on investment plans and projects within its competence (point e), and to establish subsidiaries and contribute capital to or purchase shares in other enterprises (point l). The boundary with the General Meeting of Shareholders lies in point h: the Board approves transactions valued at 35% or more of total assets (per the latest financial statements), unless the charter sets a different ratio or the transaction falls within shareholder-meeting competence (point d, clause 2, Article 138; clauses 1 and 3, Article 167). For a limited liability parent, Article 55 vests the Members’ Council with decisions on development investment projects and on establishing subsidiaries.
The practical point many investors miss: always read the parent company’s own charter first. Many groups set internal authority thresholds stricter than the statute — above the internal threshold, shareholder or member approval is needed even where the law would allow the board to decide. A decision signed by an unauthorized person may have to be redone, while reconvening the competent body abroad costs weeks.
The 10 mandatory contents
There is no official template, but licensing practice requires: (1) the parent’s full name, registration number and country; (2) the issuance basis — the charter and the resolution or minutes of the competent body; (3) the project name in Vietnam; (4) the investment objectives; (5) the scale and total investment capital; (6) the investment form and contribution ratio; (7) the project location; (8) the operational term; (9) the capital sources, contribution commitments and schedule; (10) the person authorized to handle procedures in Vietnam; plus the authorized signature and company seal where the home jurisdiction uses seals. Every figure — project name, total capital, contribution ratio, location, term — must match exactly the written project request and the project proposal; inconsistent figures are among the most common triggers for supplementation requests.
Consular legalization and translation
Clause 2, Article 5 of Decree 96/2026/ND-CP requires foreign-language documents to be accompanied by Vietnamese translations. Copies of a foreign organization’s legal papers must be consularly legalized unless exempted under an international treaty to which Vietnam is a party. In practice: translate and notarize the full text; check translated terminology — the parent’s name, the project name, all figures — for consistency with the translations of every other document in the dossier.
Frequently asked questions
The parent is a single-member LLC owned by an individual — who signs?
The company owner issues the decision, not a board of directors or members’ council, since a single-member LLC has neither body. Attach proof of ownership status (the parent’s enterprise registration certificate naming the owner).
Can a parent company’s financial support letter replace the investment decision?
No. The support letter proves financial capacity (point c, clause 1, Article 32 of Decree 96/2026/ND-CP); the investment decision proves investment intent and internal corporate authority. Authorities in practice require both.
The parent is newly established and its charter does not detail investment authority — what then?
Apply directly the Law on Enterprises provisions on board or members’ council competence analyzed above, cross-checked against home-country law. In practice, attach a short note on the parent’s governance structure.
The investment decision was signed before the final proposal, and figures now differ — what is the fix?
A very common trigger for supplementation requests. The fix: issue the investment decision after the project plan is finalized; if already signed, issue an amending, supplementing or replacing decision with updated figures, and file only the latest version.
