The target company is implementing an investment project holding an Investment Registration Certificate (IRC) — when a buyer acquires this company, must it apply to amend the IRC? This is a very common confusion in M&A transactions in Vietnam, and the definitive answer is: a share deal does not trigger any obligation to amend the IRC.
A share deal does not trigger IRC amendment: why?
The reason lies in the legal nature of the IRC. The investor named on the Investment Registration Certificate is the target company itself as a legal entity, not the shareholders or capital contributors behind it. When a buyer acquires shares or capital contributions (a share deal), what changes is only the ownership of the investor; the investor of the project does not change at all — the target company continues to exist, remains the subject of the investment project, and bears all rights and obligations stated on the IRC.
Because there is no change of the project’s investor, no ground for IRC amendment arises. This has been decided at the highest level for this content pipeline: a share deal is not an event triggering IRC amendment procedures. The buyer need not file an amendment application merely because the target’s shareholders have changed hands.
Do not confuse this with foreign investors’ capital contribution registration
A completely different procedure that foreign buyers often confuse with IRC amendment is registration of capital contribution, share or capital-contribution acquisition under Article 21 of Investment Law 143/2025/QH15 (effective from 01/3/2026).
If a foreign investor falls within the cases requiring registration of capital contribution or share acquisition under Article 21, the buyer must complete the capital contribution registration with the investment registration authority — this is a procedure of the foreign investor in its capacity as buyer, not an amendment of the project’s IRC. The two procedures differ in the acting party, the dossier, and legal consequences; merging them into “IRC amendment” is incorrect.
When is IRC amendment genuinely required?
The obligation to amend the IRC arises only when the content of the investment project changes. Under Article 39 of Decree 96/2026/ND-CP (effective from 31/3/2026) on procedures for amending the Investment Registration Certificate, typical cases include:
- Increasing the project’s investment capital or expanding the project’s scale;
- Changing the project’s operational objectives;
- Extending the project implementation schedule;
- Other changes to project contents recorded on the IRC.
In other words: IRC amendment attaches to the project, not to who owns the company implementing the project. If, after the M&A, the new buyer decides to increase capital, expand the factory, or change the project’s objectives, only then must it complete IRC amendment under Article 39 — and that is a consequence of a new business decision, not of the M&A transaction itself.
Special case: projects with investment policy approval
For projects granted investment policy approval together with investor approval, the law provides separately: a change of the project’s investor before the project becomes operational requires the procedure of approving the adjustment of the investment policy under point dd, Clause 3, Article 33 of Investment Law 143/2025/QH15.
Note the narrow scope of this rule: it applies only to changes of the project’s investor (e.g., transferring the entire project to another entity) during the pre-operation phase — not to changes of shareholders of the company that is the investor. Correctly distinguishing these two situations helps the buyer avoid redundant filings — or worse, missing a mandatory procedure.
Key takeaways for buyers
- A share deal does not trigger IRC amendment: the investor named on the IRC is the target company as a legal entity, not its shareholders — a change of shareholders changes only the ownership of the investor.
- Foreign investors subject to Article 21 of Investment Law 2025 complete capital contribution / share acquisition registration — a different procedure from IRC amendment.
- IRC amendment is required only when project content changes (capital increase, expansion, objective change, schedule extension, etc.) under Article 39 of Decree 96/2026/ND-CP.
- For projects with investment policy approval: a pre-operation change of the project’s investor requires approval of the investment policy adjustment (point dd, Clause 3, Article 33 of Investment Law 2025).
Frequently asked questions
Acquiring 100% of shares of a company holding an IRC — must the IRC be amended?
No. The investor on the IRC is the target company (a legal entity), not its shareholders. A change of shareholders is not a ground for IRC amendment.
What must a foreign investor buying shares in an IRC-holding company do?
If subject to registration under Article 21 of Investment Law 2025, complete the capital contribution / share acquisition registration — not an IRC amendment.
What if the project’s capital is increased after the M&A?
That is a change of project content, requiring IRC amendment under Article 39 of Decree 96/2026/ND-CP.
Applicable legal sources
- Investment Law No. 143/2025/QH15 — Article 21 (registration of capital contribution and share acquisition), Article 33 (approval of investment policy adjustment) — effective from 01/3/2026.
- Decree No. 96/2026/ND-CP — Article 39 (procedures for amending the Investment Registration Certificate) — effective from 31/3/2026.
Need to review the IRC and your M&A deal structure before signing? Contact FLAT Law Firm for advice.
The legal content of this article was reviewed by FLAT’s AI Legal Council and submitted to the owner for approval; it is not the opinion of a human lawyer and does not replace legal advice for specific cases.
For reference only; not legal advice.
