In many cases, an Investment Registration Certificate (IRC) is a mandatory legal requirement for foreign investors/ foreign-invested business organizations to launch projects in Vietnam. However, obtaining an IRC can be complex and challenging for investors, especially given Vietnam’s evolving regulatory landscape. 

To help investors mitigate risks and streamline their entry into Vietnam, Hung Phi Law Firm provides the following guide on the Investment Registration Certificate (IRC) procedure in Vietnam. 

1. Overview of the Investment Registration Certificate (IRC)

Overview of the Investment Registration Certificate (IRC)

According to Point a and b, Clause 1, Article 37 of the 2020 Vietnamese Law on Investment, foreign investors and the business organizations mentioned in Clause 1, Article 23 of the 2020 Vietnamese Law on Investment must obtain an Investment Registration Certificate (IRC) for their investment projects.

An Investment Registration Certificate (IRC) is a physical or electronic document recording an investor’s registration details for a specific project.

According to Article 40 of the 2020 Vietnamese Law on Investment, an IRC includes the following key information:

• Name of the investment project.
• The investor.
• Investment project code.
• Location and land area of the investment project.
• Objectives and scale of the project.
• Capital investment in the investment project (including the investor’s contributed capital and raised capital).
• Duration of the investment project.
• Project execution schedule.
• Investment incentives or investment assistance, and bases or conditions for application thereof (if any).
• Conditions applied to the investor executing the investment project (if any).

Important note: According to Clause 2, Article 37 of the 2020 Vietnamese Law on Investment, an IRC is not required in the following cases:

– Investment in the form of capital contribution, purchase of shares or stakes in a business organization;

– Business organizations with no more than 50% foreign ownership when establishing new businesses, acquiring equity, or entering into BCC contracts. (Clause 2, Article 23 of the 2020 Vietnamese Law on Investment). 

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2. IRC application process for foreign Investors

IRC application process for foreign Investors

Step 1: Prepare the application dossier

According to Clause 1, Article 36 of Decree 31/2021/ND-CP, as amended by Point a, Clause 12, Article 1 of Decree 239/2025/ND-CP, the required application dossier for an IRC is specified in Clause 1, Article 31 of Decree 31/2021/ND-CP, as amended by Clause 8, Article 1 of Decree 239/2025/ND-CP, including: 

– A written request for implementation of the investment project, including an undertaking to bear all costs and risks in case the project is not approved;

– Documents on the legal status of the investor;

– Documents evidencing the investor’s financial capacity;

– The investment project proposal;

– A copy of documents on land use rights or other documents determining the right to use the location for implementation of the investment project (in cases where the investment project does not request the State to allocate land, lease land, or permit land use change); 

– Explanatory contents on the technology used in the investment project for projects subject to appraisal and consultation on technology in accordance with the law on technology transfer;

– A BCC contract for investment projects implemented in the form of a BCC contract;

– Other documents related to the investment project and requirements on the investor’s conditions and capacity as prescribed by law (if any).

Important note: Projects subject to Articles 30-32 of the 2020 Vietnamese Law on Investment must obtain Investment Policy Approval prior to applying for an IRC. 

Step 2: Submit the dossier to the competent authorities

According to Article 39 of the 2020 Vietnamese Law on Investment, the dossier is submitted to:

– Management boards of industrial parks, export-processing zones, hi-tech zones and economic zone (for investment projects located therein, except for the case in Clause 3 of Article 39 of the 2020 Vietnamese Law on Investment); 

– Departments of Finance (for investment projects outside industrial parks, export-processing zones, hi-tech zones and economic zones, except for the case in Clause 3 of Article 39 of the 2020 Vietnamese Law on Investment);

– The investment registration authority of the administrative division where the investor executes the investment project, places or intends to place the head office or operating office to execute the investment project (for the following investment projects):

• Investment projects that are executed in at least 02 provinces;
• Investment projects that are executed both inside and outside industrial parks, export processing zones, hi-tech zones and economic zones;
• Projects in industrial or economic zones where a Management Board has not been established or lacks jurisdiction.

Step 3: Application processing

Processing time: 10 days from the submission of a valid application, if all legal conditions are met. (According to Clause 3 Article 36 of Decree 31/2021/ND-CP, as amended by Point b, Clause 12, Article 1 of Decree 239/2025/ND-CP).

Step 4: Obtain the result

– Receive the IRC in case the application is valid.

– Revise the application if requested.

3. Hung Phi Law Firm – Specialized foreign investment legal services

Hung Phi Law Firm – Specialized foreign investment legal services

Hung Phi Law Firm is a trusted legal partner for international investors in Vietnam. We combine years of expertise with deep local insights to deliver tailored legal solutions for the investment process. Our mission is to help clients seamlessly navigate Vietnam’s complex legal framework.

We handle the entire IRC application process, allowing our clients to conduct their business with absolute certainty.

Our scope of work for the IRC application process includes:

– Initial advisory:

• Advising on investment structures.
• Evaluating market access conditions and investment requirements for foreign investors under Vietnamese law and international treaties (WTO, CPTPP, EVFTA, etc.).
• Advising on conditions for investment incentives and support.
• Advising on IRC documentation and filing processes.
• Advising on project location, capital structure, and timeline.

– Handling the filing process:

• Preparing and submitting application dossiers to the competent authorities.
• Tracking application progress and handle any necessary revisions.
• Delivering the IRC to the client.

– Providing post-licensing support:

• Clarifying the IRC terms and conditions.
• Advising on investor obligations throughout the project.
• Advising on cases where an IRC amendment is required.
• Advising on Enterprise Registration Certificate (ERC) procedures.

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4. Frequently asked questions

4.1. As a foreign investor looking to establish a 100% foreign-owned enterprise in Vietnam, am I required to undergo any investment procedures?

Yes. Pursuant to Point c, Clause 1, Article 22 of the 2020 Vietnamese Law on Investment, before establishing the company, you must obtain an Investment Registration Certificate (IRC), except for establishment of a small and medium-sized start-up enterprise and a  startup investment fund in accordance with regulations of the Law on Small and Medium-sized Enterprises.

4.2. Does a foreign investor need an Investment Registration Certificate (IRC) to acquire a member’s entire stake in a company?

No. You don’t need to obtain an Investment Registration Certificate (IRC) in this case. According to Point c, Clause 2, Article 37 of the 2020 Vietnamese law on investment, investment in the form of capital contribution, purchase of shares or stakes in a business organization belongs to the case in which the IRC is not required.

4.3. Does Hung Phi Law Firm offer online consultation services?

Yes. We provide online legal advice via phone, email, Zalo, or WhatsApp,…. Our experienced lawyers offer flexible scheduling to ensure the most effective results and service quality for every client.

The above are the information regarding INVESTMENT REGISTRATION CERTIFICATE (IRC) APPLICATION PROCEDURE IN VIETNAM that Hung Phi Law Firm sends to our Clients. Should you have any questions concerning this matter, or require legal advice for your specific case or incident, please do not hesitate to contact the lawyers of Hung Phi Law Firm today for our timely support and consultation.

Contact Information:

Hung Phi Law Firm

Phone: (+84) 962 75 28 38

Email: luathungphi@gmail.com

Website: hungphi.vn

Sincerely,