Investment Registration Certificate Issuance Guide

Investment Registration Certificate issuance for projects exempt from investment policy approval allows investors to establish operations in Vietnam efficiently. Long Phan Consulting Company provides this analysis of the updated 2025 regulations to help investors minimize legal risks and accelerate project implementation.

Conditions for Investment Registration Certificate Issuance

Investors must satisfy specific requirements under Section B, Subsection 1 of the Annex attached to Decision No. 3154/QD-BTC (dated September 10, 2025) and Decision No. 3532/QD-BTC (dated October 17, 2025).

• Project Eligibility Criteria:

  • The project does not require investment policy approval.

  • The industry is not prohibited under Article 6 of the Law on Investment or international treaties.

  • The project location is secured by valid land use right certificates, lease agreements, or equivalent legal documentation.

  • The project aligns with planning regulations per Article 31, Clause 7 of Decree No. 31/2021/ND-CP.

  • The project meets investment rate per land area requirements and labor usage standards set by the Provincial People’s Committee.

  • Foreign investors meet market access conditions.

• Secondary Construction Projects in Urban Areas: Investors acquiring secondary projects under Article 117a of Decree No. 31/2021/ND-CP must ensure:

  • The secondary project commenced before January 1, 2021.

  • Land use right certificates are issued and financial obligations regarding land are fulfilled.

  • The project is stalled or the original owner cannot continue, provided the operation is not terminated.

>>> See more at: Projects that do not require investment policy approval

Documents for application to grant the Investment Registration Certificate for projects not subject to investment policy approval

Documentation requirements vary based on the specific case pursuant to Point c, Subsection 1, Section B of the Annex to Decision No. 3154/QD-BTC.

Cases for granting the Investment Registration Certificate for investment projects not subject to investment policy approval as prescribed in Article 36 of Decree No. 31/2021/ND-CP

Investors must submit the following:

• Application & Legal Status: Written request for project execution (Form A.I.1, Circular 25/2023/TT-BKHDT) containing a commitment to bear costs/risks; documentation of legal status.

• Financial Capacity: Proof of financial standing, such as audited financial statements (last 02 years), parent company support commitments, financial institution guarantees, or equivalent documents.

• Project Proposal: Details on objectives, scale, capital, location, schedule, land usage, labor needs, environmental impact assessment, and requested incentives. (Pre-feasibility study reports may substitute this for construction projects).

• Location & Technology: Land use right documents; explanations regarding technology for projects subject to appraisal; BCC contracts where applicable.

Cases where investors receive the transfer of secondary construction investment projects in urban areas and require the issuance of the Investment Registration Certificate as prescribed in Article 117 of Decree No. 31/2021/ND-CP

Investors acquiring projects in urban areas require:

• Adjustment Documents: Request for project adjustment (Form A.I.11.a) and Project status report (Form A.I.12) per Circular No. 03/2021/TT-BKHDT.

• Transfer Agreements: The transfer contract or principle contract.

• Legal & Financial Proof: Legal status documents for both parties; BCC contracts (if any); financial capacity proof of the transferee (financial reports, guarantees, or equity audits).

• Land Records: Copies of Land Use Right Certificates.

Execution Sequence for Certificate Issuance

The procedure follows Point a, Subsection 1, Section B of the Annex to Decision No. 3154/QD-BTC.

Cases for granting the Investment Registration Certificate for investment projects not subject to investment policy approval as prescribed in Article 36 of Decree No. 31/2021/ND-CP

1. Submission: The investor submits one dossier set to the Department of Finance.

   • Cross-provincial projects: Submit to the Department of Finance where the implementation or operating office is located.

   • Online submission: Register via the National Investment Information System, declare information, and upload digitally signed documents.

2. Processing: The Department of Finance reviews conditions and executes the Investment Registration Certificate issuance within 10 days of receiving a valid dossier.

Cases where investors receive the transfer of secondary construction investment projects in urban areas and require the issuance of the Investment Registration Certificate as prescribed in Article 117a of Decree No. 31/2021/ND-CP

1. Submission: The transferee submits one physical dossier set and one electronic version to the Department of Finance.

2. Processing: The Department of Finance reviews the transfer conditions and issues the certificate to the transferee within 10 days.

>>> See more at: Procedure for Investment Project Adjustment

Consulting and implementation services for granting the Investment Registration Certificate for projects not subject to investment policy approval at Long Phan Consulting

Long Phan Consulting Company delivers specialized legal solutions for Investment Registration Certificate issuance.

• Strategic Advisory and Assessment:

  • Preliminary consultation on project eligibility.

  • Evaluation of ability to meet issuance conditions.

  • Guidance on gathering necessary evidence and paperwork.

• Document Preparation and Drafting:

  • Drafting compliant application dossiers.

  • Representation during submission to competent authorities.

  • Preparation of electronic file versions as required.

• Monitoring and Compliance:

  • Tracking processing status and updating the client.

  • Handling explanations or supplementary requests from authorities.

  • Receiving results and handing over the final certificate.

Common Inquiries

Here are clarifications regarding the procedure.

Additional Documentation Requirements

Investors must prepare one electronic version of the dossier to accompany the physical set, pursuant to Subsection 1, Section B of the Annex to Decision No. 3154/QD-BTC.

Is there a fee for the procedure to grant the Investment Registration Certificate for projects not subject to investment policy approval?

The procedure involves no state fees.

Competent Authorities

The Department of Finance is the sole agency responsible for receiving dossiers and granting the certificate under the 2025 regulations (Decision No. 3532/QD-BTC).

Submission Methods

Investors may utilize three channels:

• Direct submission at the Department of Finance headquarters.

• Submission via public postal services.

• Online submission via the National Public Service Portal.

Conclusion

Compliance with regulations regarding Investment Registration Certificate issuance ensures legal safety and operational efficiency. Long Phan Consulting Company provides comprehensive support to complete these procedures accurately.

For technical assistance, contact our hotline at 1900636389.