Vietnam Investment Registration Certificate: Requirements and Process

Key takeaways

• First prove that the project falls within the IRC requirement; foreign ownership alone does not describe the whole transaction.
• Check investment-policy approval before using the ordinary IRC route, because approval changes the dependency and file.
• Authority depends mainly on project location: a relevant zone management board or the provincial Department of Finance.
• Every document should repeat the same investor, objective, location, capital, funding, duration and implementation schedule.
• An issued IRC records the project; it does not replace enterprise registration or a sector-specific operating approval.

Is an IRC required for the project?

Article 26 of the Law on Investment 2025 places investment projects of foreign investors, and projects of specified foreign-controlled economic organisations, within the IRC procedure. Domestic-investor projects, projects of economic entities treated as domestic under Article 20(2), and capital or share acquisitions are listed outside that project-certificate requirement, subject to other approvals that may still apply.

Do not turn the table into an automatic answer. Ownership through several entities, an existing foreign-invested company, a business cooperation contract, land in a sensitive location or a regulated business line can change the route. Record the legal basis for the classification before drafting.

Which authority and preconditions control the filing?

For projects in an industrial park, export-processing zone, high-tech zone, concentrated digital-technology zone or economic zone, the relevant management board generally handles the IRC. For projects outside those zones, the provincial Department of Finance generally handles it. Multi-province projects and projects spanning inside and outside a zone follow the executive-office rule in Article 27. Confirm the receiving body against the actual map, not the investor's preferred office.

Next determine whether the project requires investment-policy approval. Scale, land, resettlement, sector, infrastructure and other statutory features may put that approval before the IRC. Where approval has already settled project terms, the IRC file must reflect those terms rather than reopen them through inconsistent objectives or capital.

The Government confirmed in March 2026 that much of Decree 31/2021/ND-CP, as amended, continues to apply during implementation of the new law , subject to stated exclusions and consistency with Law 143/2025/QH15. This transition matters: a file should cite the current law and surviving implementation rule, not an undated pre-2026 checklist.

What belongs in a coherent IRC file?

The exact dossier depends on the project and authority, but the ordinary non-policy route typically addresses seven project coordinates. Treat these as evidence questions and confirm the live form set before signing:

1. Investor identity and legal status, including authority for the person signing on behalf of a corporate investor.
2. Project objectives and business activities stated precisely enough to test market access and sector conditions.
3. Total investment capital, contributed capital, financing sources and contribution schedule supported by appropriate financial-capacity evidence.
4. Project location and the lawful basis for using it, including land or premises material where applicable.
5. Project duration, implementation phases, operating milestones and requested incentives, if any.
6. Technology information when the project falls within a technology appraisal or restricted-transfer rule.
7. Transaction-specific instruments, such as a business cooperation contract, plus approvals tied to the project category.

Create a coherence sheet with one approved value for each coordinate and cite the source document. Corporate records, resolutions, powers of attorney, financial evidence, lease material and project proposal should not use different entity names, capital figures, addresses or implementation dates. Overseas documents may require legalisation and Vietnamese translation under the applicable procedure; verify the formalities before execution.

How does the IRC application process work?

1. Classify the transaction. Confirm the IRC basis, foreign-control position and any acquisition-registration issue.
2. Resolve market access. Match the precise activity against ownership, partner, scope and investment-form conditions.
3. Close the policy-approval question. Do not submit an ordinary project file where prior approval is required.
4. Fix the authority and filing channel. Use the project location and zone status, including any multi-province rule.
5. Approve and sign the dossier. Run name, amount, address, date, activity and authority checks across every document.
6. Submit and control clarification. Log the authority reference, question, response owner, due date and replacement documents.
7. Validate the outcome. Compare the issued certificate with the approved project record before accepting it as correct.

A current provincial public-service procedure lists 15 days from receipt of a valid dossier for an eligible project. Treat that as the authority stage for the specified route, not a promise covering overseas legalisation, translation, policy approval, location work, corrections or sector consents. Record whether days are working or calendar days on the live procedure used for the actual filing.

Use a pre-submission control sheet rather than relying on memory. The HSJGlobal application evidence and approval checklist offers a general control method; the Vietnam authority's current IRC forms remain decisive.

What must be checked after the IRC is issued?

Check the investor names, project code, project name, location, objectives, capital amounts, contribution timetable, duration and implementation milestones against the final approved file. A typographical error or narrower objective can affect banking, capital contribution, enterprise records and later amendments.

Create an obligations register from the certificate rather than storing it as a static PDF. Assign owners to capital contribution, investment reporting, project milestones and certificate conditions. Flag changes in investor, objectives, scale, capital, location, duration or schedule for an amendment review before implementation.

The IRC is a project control document, not proof that every operating licence has been granted. Complete the ERC route where required, the proper capital-account setup, tax and accounting readiness, and every activity or premises approval before the relevant operation begins.

How should the founder make the filing decision?

Hold one route meeting before documents are legalised. The output should state: IRC required or not, legal basis, policy-approval position, responsible authority, filing sequence, seven project coordinates, document formalities, target submission date and the activity approvals that remain outside the IRC.

For broader entity and post-registration planning, use HSJGlobal's Vietnam company registration and formation service page to frame the workstreams. Do not let entity timing dictate the IRC conclusion: the new sequence flexibility still requires a covered project to receive its certificate before execution.

If the activity, land position or ownership is unsettled, pause document execution. Fixing a contradiction after legalisation or submission is slower and may change the competent authority or project approval route. A defensible IRC file is one project story, supported consistently from investor resolution to certificate.