As Vietnam continues to emerge as a leading destination for foreign capital in Southeast Asia, many international investors are asking: Do I need an Investment Registration Certificate (IRC) to invest in Vietnam? If so, what are the procedures and legal requirements?
Let’s break down the legal framework based on Vietnam’s Law on Investment 2020 and related regulations to clarify when and how foreign investors must obtain an IRC.
What is an Investment Registration Certificate (IRC)?
According to Clause 11, Article 3 of the Law on Investment 2020, an IRC is a legal document (in physical or electronic form) that records the registration details of an investor regarding their investment project in Vietnam.
Who Needs an IRC in Vietnam?
Under Point a, Clause 1, Article 37 of the Law on Investment 2020, foreign investors are required to obtain an IRC for their investment projects in Vietnam. This also applies to economic organizations with foreign ownership as defined in Clause 1, Article 23 of the same law.
However, not all forms of investment require an IRC. The following cases do not require an IRC:
- Investments made by domestic investors
- Investments made by foreign-invested companies that already meet local ownership and control conditions (Clause 2, Article 23)
- Foreign investors contributing capital, purchasing shares, or acquiring capital contributions in local companies
Therefore, if a foreign investor establishes a new company or project in Vietnam (outside of share acquisitions), they must apply for an IRC before proceeding.
IRC Application Procedures for Foreign Investors
According to Clause 4, Article 37 of the Law on Investment and Article 36 of Decree 31/2021/NĐ-CP, here’s how the process works for projects not subject to prior approval from the government:
1. Prepare and Submit the Application Dossier
Investors must submit 01 application dossier to the relevant Department of Planning and Investment (DPI) of the province or city where the project is located. The dossier must include the information specified in Article 33 of the Law on Investment 2020.
For projects spanning multiple provinces, investors should submit the application to the DPI of the province where the head office or project site is based.
2. In Case of Existing Projects
If the project has already begun operations, the application dossier must include a report on the implementation statusinstead of a new investment proposal.
3. Assessment and Issuance of IRC
The investment registration authority will issue the IRC within 15 working days from the date of receiving a valid dossier, provided the following conditions are met:
- The project is not in a prohibited sector as defined in Article 6 of the Law on Investment 2020
- The project location is valid (supported by land-use rights or lease agreement)
- The project aligns with applicable national or local planning regulations
- The investment meets minimum capital per land unit and employment requirements (if applicable)
The project complies with market access conditions for foreign investors, as outlined in Vietnam’s WTO commitments and domestic laws
Investment Implementation Principles
As per Article 42 of the Law on Investment 2020, investors must adhere to the following principles during project implementation:
- For projects requiring prior approval, investors may only begin implementation after receiving approval
- For projects requiring an IRC, the investor must obtain the certificate before commencing operations
Investors are responsible for complying with all relevant laws and regulations, including those related to land use, environmental protection, construction, labor, fire safety, and other specialized legislation
Legal Compliance is Key to Successful Market Entry
For most foreign direct investment (FDI) projects in Vietnam, obtaining an IRC is a mandatory legal step. Understanding the distinctions between various investment forms and following the correct procedures can help investors avoid delays and ensure full legal compliance.
At GBS, we have extensive experience guiding international clients through Vietnam’s investment licensing framework—from setting up new companies to handling mergers and acquisitions.
If you’re planning to invest in Vietnam, seek legal advice early. Proper structuring and licensing will save time, reduce risk, and accelerate your market entry.
Contact
GBS – Global Business Services LLG
info@gbs.com.vn | http://www.gbs.com.vn | Tel: +84903189033
Legal & Business Services for Investors in Vietnam since 2002
Related
Discover more from Vietnam Insider
Subscribe to get the latest posts sent to your email.
Source: Vietnam Insider