Guide to Exchange Investment Registration Certificate

The procedure to exchange Investment Registration Certificate under the special investment mechanism applies to projects located in industrial zones, export processing zones, high-tech parks, and economic zones. This process is for projects approved before January 15, 2025. The investor must meet conditions regarding investment sector, planning, legal status, and financial capacity. This article provides a detailed analysis of the conditions, dossier, and process for this procedure.

Conditions to Exchange Investment Registration Certificate

The conditions to exchange Investment Registration Certificate under the special investment procedure are stipulated in Subsection I.3, Section A, Appendix II of Decision No. 453/QD-BKHDT of 2025.

• First: The project must have received an Investment Policy Approval or an Investment Registration Certificate before Law No. 57/2024/QH15 came into effect on January 15, 2025.
• Second: The project must be in one of the following sectors:
  • Investment in building innovation centers, research and development (R&D) centers; investment in the semiconductor integrated circuit industry, design technology, manufacturing of components, integrated circuits (ICs), flexible electronics (PE), chips, and semiconductor materials.
  • Investment in high-tech sectors prioritized for development or manufacturing of high-tech products encouraged for development under the Prime Minister’s decision.
• Third: The project must be implemented in an industrial zone, export processing zone, high-tech park, centralized information technology park, free trade zone, or a functional area within an economic zone.
• Fourth: The project must meet the following requirements:
  • Alignment with the investment sectors specified in Article 36a of the 2020 Law on Investment.
  • Consistency with relevant master plans.
  • The investor’s legal status and experience.
  • Land use demand (if any).
  • Project implementation schedule.
  • Investor commitments.
  • Investment incentives and conditions for receiving them (if any).

Note: Projects in high-tech parks must comply with the principles and criteria for high-tech activities as regulated by the Law on High Technology and government decrees on high-tech parks.

Competent Authority

According to Point g, Subsection I.3, Section A, Appendix II of Decision No. 453/QD-BKHDT of 2025, the Management Board of industrial zones, export processing zones, high-tech parks, and economic zones is the competent authority to process the application to exchange Investment Registration Certificate under this special procedure. This body is responsible for evaluating the dossier and issuing the certificate within 15 days of receiving a complete application.

The Management Board’s authority includes assessing the dossier’s validity, verifying procedural conditions, and reviewing the project’s compliance with planning and permitted investment sectors. If the dossier fails to meet requirements, the Management Board can reject the application and must provide a clear reason.

Implementation Process to Exchange Investment Registration Certificate

The process to exchange Investment Registration Certificate follows a sequential order to ensure transparency and legal compliance. Investors must prepare a complete dossier as guided, then submit it to the competent authority for receipt and validation. After verification, the authority will review, process, and issue the new certificate within the statutory timeframe.

Dossier Components

As required by Point g, Subsection I.3, Section A, Appendix II of Decision No. 453/QD-BKHDT of 2025, the investor’s dossier must include:

• A written request to implement the investment project (for exchange cases), including a commitment to bear all costs and risks if the project is not approved and a commitment to meet all conditions and standards under laws on construction, environmental protection, and fire prevention.
• A report on the project’s implementation status up to the time of adjustment.
• An investment project proposal (for exchange cases) with key contents: investor or investor selection method, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, implementation schedule, information on current land use at the project site and proposed land use needs (if any), labor demand, proposed investment incentives, socio-economic impacts, identification and forecast of environmental impacts, and measures to mitigate negative environmental impacts (as a substitute for a preliminary environmental impact assessment). If construction law requires a pre-feasibility study report, the investor may submit it instead of the project proposal.
• Documents on the investor’s legal status.
• Documents proving the investor’s financial capacity, including at least one of the following: the investor’s financial statements for the last two years; a financial support commitment from the parent company; a financial support commitment from a financial institution; a guarantee of the investor’s financial capacity; other documents proving financial capacity.
• If the project does not request land allocation, land lease, or change of land use purpose from the State, a copy of the land use rights certificate or other documents determining the right to use the location for project implementation.
• A Business Cooperation Contract (BCC) for projects under this form.
• Other documents related to the investment project and requirements on the investor’s conditions and capacity as stipulated by law (if any).

>>> See more at: Replacing the Investment Certificate: Procedure

Submission Methods

According to Point b, Subsection I.3, Section A, Appendix II of Decision No. 453/QD-BKHDT of 2025, investors can submit the dossier through the following methods:

• Direct Submission: Investors can submit the dossier directly at the headquarters of the Management Board of the industrial zone, export processing zone, high-tech park, economic zone, or at the provincial Public Administration Service Center.
• Online Submission: Submitting the dossier online via the provincial-level Administrative Procedure Information System or the National Public Service Portal (https://dichvucong.gov.vn) offers convenience.
• Postal Service: The postal service provides a third option for submission. Investors must ensure the dossier is securely packaged with the correct address of the receiving Management Board.

Resolution Process

The resolution process, specified in Point a, Subsection I.3, Section A, Appendix II of Decision No. 453/QD-BKHDT of 2025, consists of the following steps:

• Step 1: Dossier Preparation and Submission The investor submits one set of the application dossier to exchange Investment Registration Certificate to the Management Board. The receiving officer checks the completeness of the dossier. If complete, the Management Board issues a receipt note specifying the submission time and the result-return date.
• Step 2: Dossier Appraisal Within 15 days of receiving the dossier, the Management Board evaluates the documents and issues the new Investment Registration Certificate. The evaluation includes checking the validity of each document and verifying procedural conditions.

>>> See more at:

• Guide: Special Procedures for Investment Objective Adjustment
• Investment Certificate: Special Procedures Guide

Fees for the Procedure

As stated in Point i, Subsection I.3, Section A, Appendix II of Decision No. 453/QD-BKHDT of 2025, the procedure to exchange Investment Registration Certificate under the special investment procedure is exempt from state fees and charges.

However, the investor is responsible for other related costs, such as notarization, document translation, digital signature fees for online submissions, legal consulting fees, and postal delivery charges. These expenses are not covered by the fee exemption for the administrative procedure.

Consulting Services from Long Phan Consulting Company

Engaging a consulting service to exchange Investment Registration Certificate is critical for investors. At Long Phan Consulting Company, our experts possess deep knowledge of the Law on Investment and related regulations, with extensive experience in handling dossiers, enabling them to identify potential issues early. Professional consulting services optimize time, reduce costs, and increase the success rate of the application.

Strategic & Legal Assessment

• We analyze and evaluate the investor’s conditions to ensure full compliance with the requirements of the investment procedure.
• Our experts provide a comprehensive assessment of the project’s eligibility under the special investment framework.
• We assist foreign investors in understanding Vietnamese legal regulations and the working culture of state agencies.

Dossier Preparation & Optimization

• We draft and compile all documents in the dossier, ensuring they conform to the latest official forms and regulations.
• Our team meticulously checks and finalizes the entire dossier for legal validity, minimizing the risk of rejection or requests for supplementation.
• We guide clients in preparing all necessary paperwork to create a complete and compliant application package.

Application & Authority Liaison

• Leveraging our experience with various Management Boards, we advise on the most efficient and suitable submission method.
• We act on the client’s behalf to submit the dossier directly to the competent authority and actively monitor the entire resolution process.
• Our representatives work directly with the authorities to clarify any issues or respond to requests for additional information, ensuring a smooth process.

Frequently Asked Questions

Which projects are eligible to exchange Investment Registration Certificate under this special procedure?

This applies to projects with an Investment Policy Approval or an Investment Registration Certificate issued before January 15, 2025, in sectors like high-tech, R&D, and semiconductors, located in industrial zones, export processing zones, high-tech parks, or economic zones. Legal basis: Subsection I.3, Section A, Appendix II, Decision No. 453/QD-BKHDT of 2025.

Which authority handles this procedure?

The Management Board of industrial zones, export processing zones, high-tech parks, and economic zones is the competent authority to receive, appraise, and issue the exchanged certificate. Legal basis: Point g, Subsection I.3, Section A, Appendix II, Decision No. 453/QD-BKHDT of 2025.

How can an investor submit the dossier?

Investors have three methods: direct submission at the Management Board, online submission via the National or provincial Public Service Portal, or by postal service. Legal basis: Point b, Subsection I.3, Section A, Appendix II, Decision No. 453/QD-BKHDT of 2025.

What is the processing time?

Within 15 days of receiving a valid dossier, the Management Board will appraise it and issue the new Investment Registration Certificate. Legal basis: Point a, Subsection I.3, Section A, Appendix II, Decision No. 453/QD-BKHDT of 2025.

Are there any fees for this procedure?

There are no state fees or charges. However, the investor must cover associated costs like notarization, translation, legal consulting, and delivery. Legal basis: Point i, Subsection I.3, Section A, Appendix II, Decision No. 453/QD-BKHDT of 2025.

Conclusion

Investors must understand the conditions, dossier requirements, and process to successfully exchange Investment Registration Certificate under the special investment procedure. Long Phan Consulting Company is committed to assisting you in completing this procedure quickly and accurately with our team of experienced experts. Contact our hotline at 1900636389 for detailed advice and a service quote tailored to your project.