Adjustment of the IRC upon name change of the foreign parent company

Long Phan Consulting advises FDI enterprises on Adjustment of the IRC upon name change, a question that arises whenever an offshore holding group rebrands. Adjustment is mandatory only if the parent company is directly recorded as the investor on the Investment Registration Certificate (IRC). Failing to update the IRC in time can distort the corporate file, delay capital disbursement, block profit remittance, or disrupt banking transactions. Where the parent company holds an indirect ownership stake and does not appear on the IRC, a name change under the Law on Enterprises and Businesses typically does not trigger an IRC adjustment. Long Phan Consulting reviews the ownership structure and confirms the correct procedure.

Criteria That Trigger Mandatory Adjustment of the IRC upon Name Change of the Parent Group

A rebranding exercise at the parent-group level does not automatically create an adjustment obligation. FDI enterprises must first confirm whether the parent company is directly recorded as the investor on the IRC.

Assessing the Parent Company’s Legal Status on the IRC

The legal department should verify the investor’s name, registration number, and country of incorporation on the IRC before preparing any dossier. Two scenarios must be distinguished.

• Parent company directly named on the IRC: a name change alters the investor information already recorded. The enterprise must adjust the investor’s name under Clause 1, Article 56 of Decree No. 96/2026/ND-CP.
• Parent company not named on the IRC: if the IRC records the Vietnam-based FDI enterprise itself as the investor and the parent company holds only an indirect stake, a routine name change typically does not require IRC adjustment.

Investors are entitled to adjust project content during implementation under Clause 1, Article 33 of the 2025 Law on Investment. However, the scope of any procedure must be based on what is actually recorded on the IRC.

Distinguishing a Trade Name Update From a Project Transfer

A global rebranding is treated as an investor name change only if the legal entity continues to exist and retains all of its rights and obligations. If the restructuring creates a new successor entity, the enterprise must assess whether an investor change or a project transfer procedure applies instead.

A partial or full project transfer must be handled under Clause 1, Article 34 of the 2025 Law on Investment and Clause 5, Article 57 of Decree No. 96/2026/ND-CP. Under Clause 2, Article 3 of the 2025 Law on Investment, the investment registration authority is the competent state body authorized to issue, adjust, and revoke the IRC.

Reviewing Disbursement Delay Risks and Compliance Exposure

A mismatch between the investor’s name on the IRC and its foreign-issued documents can disrupt capital transactions. Enterprises should reconcile their dossiers before increasing capital, remitting profits, or engaging with a bank.

Warning signs that require early attention include:

• The bank requests an explanation because the legal entity name on remittance documents does not match the IRC.
• A capital increase, project expansion, or licence extension dossier is rejected pending proof of the name change.
• The investor’s name is inconsistent across the IRC, the ERC, the direct investment capital account, and tax records.
• A restructuring event actually changes the legal entity, yet the enterprise only prepares a name-change dossier.

Under Point dd, Clause 2, Article 35 of the 2025 Law on Investment, a project may be suspended, in whole or in part, if the investor fails to comply with the IRC and continues to violate it after an administrative penalty. Under Point a, Clause 2, Article 36 of the 2025 Law on Investment, a project faces termination if the violation cannot be remedied.

Dossier Requirements and Procedure for Adjusting the Investment Project

The adjustment dossier must clearly demonstrate that the name change does not alter the investor’s legal status. Errors in foreign-issued documents, translations, or the filing method can extend processing time and disrupt capital transaction planning.

Standardizing the Dossier and Completing Consular Legalization

Enterprises should first obtain documents from the home-country registration authority before drafting the adjustment request. The dossier must show the former name, the new name, and the continuity of the legal entity.

Under Point a, Clause 1, Article 56 of Decree No. 96/2026/ND-CP, the investor submits one dossier set comprising a request for project adjustment and documents evidencing the name change. A practical checklist includes:

• A request for adjustment of the investment project, using Form No. I.1.8, Appendix I of Circular No. 55/2026/TT-BTC.
• A certificate or extract from the foreign registration authority showing the former and new names.
• Documents proving the legal entity registration number, country of incorporation, and continuity of rights and obligations.
• A copy of the current IRC and a power of attorney for the person handling the procedure.
• A certified Vietnamese translation.
• Consular-legalized documents, unless exempted under an international treaty or reciprocity principle.

Under Clause 5, Article 2 of Decree No. 96/2026/ND-CP, a valid dossier is one containing all documents required by the Decree, with each document fully completed as required by law.

Submitting the Project Adjustment Request Online

The responsible department should verify the digital signature, filing account, and receiving authority before submission. The recommended sequence is as follows.

1. Prepare the electronic dossier: the electronic file must bear a digital signature and carries the same legal value as the paper dossier, under Point a, Clause 5, Article 6 of Decree No. 96/2026/ND-CP.
2. File the dossier online: the investor declares full information and uploads documents evidencing the name change.
3. File the paper dossier: once the online dossier satisfies the adjustment conditions, the investor submits one paper dossier together with a printed receipt, under Point e, Clause 6, Article 43 of Decree No. 96/2026/ND-CP.
4. Track and respond to queries: the enterprise’s responses should stay consistent with the foreign documents to avoid raising doubts about a change of legal entity.

The 5-working-day processing period applies only to projects approved under both an investment policy decision and an investor approval decision, and that fall within the scope of IRC issuance under Point a, Clause 1, Article 38 of Decree No. 96/2026/ND-CP.

Advisory on Transitional Dossiers for Legacy Investment Licenses

Projects still operating under an old Investment License or Investment Certificate do not need to redo the entire investment procedure. A name change is a suitable moment to migrate the dossier to the current IRC framework.

Benefits of the transitional mechanism include:

• Legal validity of licences issued before the new Law on Investment took effect is preserved, under Clause 1, Article 52 of the 2025 Law on Investment.
• Only the content that has actually changed is adjusted, while unaffected content already in effect remains preserved, under Clause 6, Article 102 of Decree No. 96/2026/ND-CP.
• A name-change event alone does not automatically trigger a fresh investment-policy approval procedure.
• Dossiers filed after the new regulations take effect must use the forms issued with Circular No. 55/2026/TT-BTC, under Clause 2, Article 5 of Circular No. 55/2026/TT-BTC.

Enterprises should review the IRC, the ERC, and any specialized licences together, to avoid maintaining multiple legal entity names across their licensing records.

>>>More than: Comprehensive legal solution for foreign invested capital companies

Consulting Services for Exit Transaction Structuring and Land Use Rights Asset Management at Long Phan Consulting

A parent company’s name change may be a straightforward investor-name update, or it may reflect a more complex reorganization. Long Phan Consulting supports FDI enterprises in identifying the true nature of the event, standardizing the dossier, and reconciling the information across the enterprise’s licensing records.

• Legal due diligence on parent-company restructuring dossiers: Verifying whether the parent company is directly named as the investor on the IRC or holds only an indirect stake. Cross-checking the former name, new name, legal entity registration number, and country of incorporation. Assessing whether the restructuring event is a simple name change, a merger, or the formation of a successor entity. Reviewing capital transfer agreements, project transfer agreements, and corporate reorganization documents. Determining the correct procedure among investor name change, investor change, or project transfer.
• Authorized representation before the state authorities: Drafting the request for project adjustment and the accompanying explanatory documents. Standardizing the foreign investor’s internal resolutions, decisions, and powers of attorney. Filing the dossier as authorized representative and tracking the processing status. Liaising with the investment registration authority to explain the continuity of the legal entity. Supplementing documents as requested and managing correspondence with the reviewing officer.
• Synchronized adjustment of the Enterprise Registration Certificate (ERC) and related records: Completing consular legalization, certified copies, and certified Vietnamese translations. Reviewing the obligation to adjust the Enterprise Registration Certificate (ERC). Reconciling investor information across the IRC, the ERC, and any specialized licences. Checking the direct investment capital account opening and usage records. Supporting updates for banking transactions and profit remittance abroad.

Enterprises, clients, or investors seeking a preliminary assessment may send their documents via email at info@longphanpmt.com or Zalo/WhatsApp at +84 906 735 386.

Frequently Asked Questions for Exit Transaction Structuring and Land Use Rights Asset Management  

Enterprises often have questions about whether changes in ownership structure, especially indirect foreign ownership, trigger an obligation to update the Investment Registration Certificate. The following FAQ clarifies when an IRC adjustment is required based on the information actually recorded on the certificate.

Conclusion

IRC adjustment when the parent company changes its name is mandatory only where the parent company is directly recorded as the investor on the Investment Registration Certificate. Enterprises must clearly distinguish a legal entity name change from an investor change, a merger, or a project transfer, in order to select the correct procedure. The dossier must demonstrate the entity’s legal continuity, be consular-legalized, translated, and filed with the correct investment registration authority. A delayed update can disrupt capital increases, disbursement, and profit remittance, and creates compliance exposure. Contact Long Phan Consulting at Hotline 1900636389 for a dossier review and the appropriate procedure.