When is it Required to Apply for an Investment Registration Certificate?

The question of “When is it required to apply for an Investment Registration Certificate“ is a crucial issue for economic organizations with foreign capital when conducting production and business activities in Vietnam. According to the regulations of the Law on Investment 2025 and guiding documents, correctly identifying the subjects required to perform this procedure helps enterprises comply with the legal roadmap. The article below by Long Phan Consultants will provide details and summarize the conditions, dossier components, and implementation sequence.

What is an investment registration certificate?

According to Clause 11, Article 3 of the Law on Investment 2025 (effective from March 1, 2025), the nature of this document is defined as follows:

• Definition: An Investment Registration Certificate (IRC) is a paper or electronic document recording the investor’s registration information regarding an investment project.
• Mandatory Requirement: Applying for an investment certificate is a mandatory requirement for projects with foreign investment elements or economic organizations with foreign investment capital implementing projects in Vietnam.
• Legal Significance: This is not merely an administrative procedure but a prerequisite condition to legalize the existence and operation of the project within the territory of Vietnam.

When is it necessary to apply for an Investment Registration Certificate?

According to Clause 1, Article 26 of the Law on Investment 2025, projects subject to the issuance of an Investment Registration Certificate include:

• Foreign Investor Projects: Investment projects of foreign investors.
• Economic Organizations with Foreign Capital: Investment projects of economic organizations specified in Clause 1, Article 20 of the Law on Investment 2025.
• Specific Cases under Clause 1 Article 20: Economic organizations must satisfy conditions and procedures applicable to foreign investors if they fall into one of the following cases:
  • Having foreign investors holding more than 50% of charter capital (or a majority of general partners being foreign individuals for partnerships).
  • Having economic organizations (as defined in point ‘a’ above) holding more than 50% of charter capital.
  • Having foreign investors and economic organizations (as defined in point ‘a’ above) strictly holding more than 50% of charter capital.

These projects are not required to go through the procedure of obtaining an Investment Registration Certificate.

According to Clause 2, Article 26 of the Law on Investment 2025, projects not required to perform the procedure for granting an Investment Registration Certificate include:

• Domestic Projects: Investment projects of domestic investors.
• Economic Organizations with Minority Foreign Capital: Investment projects of economic organizations specified in Clause 2, Article 20 of the Law on Investment 2025 (organizations not falling under the cases of holding >50% foreign capital mentioned above). These entities follow procedures applicable to domestic investors.
• Capital Contribution/Share Purchase: Investment in the form of contributing capital, buying shares, or buying capital contributions of an economic organization.

>>>See more: Conditions for issuance of Certificate of investment registration abroad

What documents are required for an application for an Investment Registration Certificate?

To apply for an investment certificate, the investor needs to prepare a dossier in accordance with the law. Specifically, pursuant to Article 31 of Decree 31/2021/ND-CP (amended by Clause 8, Article 1 of Decree 239/2025/ND-CP), the dossier components include:

1. Legal and Proposal Documents

• A written request to implement the investment project (including a commitment to bear all costs and risks if the project is not approved).
• Documents regarding the legal status of the investor.
• Investment project proposal containing main contents: Investor details, objectives, scale, capital and mobilization plan, location, duration, schedule, land use status/demand, labor demand, investment incentives, and preliminary environmental impact assessment.

2. Financial Capacity Documents

• Financial statements of the last 02 years of the investor.
• Commitment of financial support from the parent company or a financial institution.
• Guarantee of the investor’s financial capacity or other documents proving financial capacity.

3. Land and Technical Documents

• Copies of land use right papers or other documents determining the right to use the location (if the project does not request the State to allocate/lease land).
• Explanation of technology used in the investment project (for projects subject to appraisal and consultation on technology).
• BCC contract (for investment in the form of a BCC contract).

Procedure for applying for an Investment Registration Certificate

1. For Projects Subject to Investment Policy Approval

• Concurrent Issuance: Based on the Decision approving the investment policy, the investment registration agency issues the IRC within 05 working days from the date of receiving the Decision.
• Cross-Provincial Projects: For projects under the jurisdiction of 02 or more Provincial People’s Committees, the Prime Minister assigns the Department of Finance of one province/city (where the investor operates or places the executive office) to issue the IRC.
• After Auction/Bidding: Investors submit a written request for the IRC. The agency issues it within 05 working days of receipt.

2. For Projects Not Subject to Investment Policy Approval

• Submission: The investor submits 01 set of dossiers (as prescribed in Clause 1, Article 31 of Decree 31/2021/ND-CP) to the investment registration agency.
• Existing Projects: For projects already in operation, the project proposal is replaced by a report on the project implementation status.
• Issuance: The investment registration agency issues the IRC to the investor within 15 days from the date of receiving a valid dossier if the project meets the conditions.

3. For Projects Not Requiring IRC (Voluntary Issuance)

• If investors of projects not required to have an IRC wish to obtain one, they submit a request and a copy of the Investment Policy Approval Decision (if any).
• The agency issues the IRC within 05 working days from the date of receiving the request.

The competent authority issues investment registration certificates.

According to Article 27 of the Law on Investment 2025, the competence is decentralized as follows:

• Management Boards: The Management Boards of industrial parks, export processing zones, high-tech zones, and economic zones issue, adjust, and revoke IRCs for projects within their respective zones.
• Department of Finance: Issues, adjusts, and revokes IRCs for investment projects outside industrial parks, export processing zones, high-tech zones, and economic zones.
• Project Location Authority: For projects implemented in 02 or more provincial-level administrative units, or inside and outside zones simultaneously, the investment registration agency where the investor places the executive office shall issue the IRC.

>>> See more: New Regulations on Construction Investment Projects

Long Phan Consulting provides consulting services for obtaining Investment Registration Certificates.

Long Phan Consultants provides in-depth consulting services on the process of issuing Investment Registration Certificates. Our services include:

• Legal Advisory: Consulting on regulations, conditions, and necessary procedures for investment registration.
• Dossier Preparation: Preparing necessary documents, including application forms, investment project proposals, and related papers.
• Process Management: Monitoring progress, updating dossier status, resolving arising issues, and representing the client in working with competent state agencies.

Frequently Asked Questions about the Procedure for Applying for an Investment Registration Certificate

Below are some frequently asked questions regarding the procedure for applying for an Investment Registration Certificate; please refer to them:

What are the principles for implementing investment projects as stipulated in the Investment Law?

Based on Article 29 of the 2025 Investment Law, the principles for implementing investment projects are as follows:

• For investment projects requiring approval of investment policy, this approval must be granted before the investor commences the investment project.
• For investment projects requiring an Investment Registration Certificate, investors are responsible for obtaining the certificate before commencing the investment project.
• Investors are responsible for complying with the provisions of this Law, laws on planning, land, environment, construction, labor, fire prevention and fighting, other relevant laws, investment policy approval documents (if any) and Investment Registration Certificates (if any) during the implementation of the investment project.

How many forms of investment are there in Vietnam?

According to Article 18 of the 2025 Investment Law, the forms of investment in Vietnam include:

• Investing in the establishment of economic organizations.
• Investment through capital contribution, share purchase, or acquisition of equity stake.
• Implement the investment project.
• Investment through BCC contract.
• New forms of investment and types of economic organizations as stipulated by the Government.

How many forms of investor selection are there for implementing an investment project?

According to Article 23 of the 2025 Investment Law, the selection of investors to implement investment projects shall be conducted through one of the following forms:

• Auctioning land use rights in accordance with the law on land.
• The selection of investors will be conducted through a bidding process in accordance with the laws on bidding.
• Approve the investor in accordance with Clauses 3 and 4 of Article 23 of the 2025 Investment Law.

Do investment projects by domestic investors need to apply for an Investment Registration Certificate?

According to Clause 1, Article 26 of the 2025 Investment Law, investment projects by domestic investors are not required to go through the procedure of obtaining an Investment Registration Certificate. However, if you require official registration of your project information to carry out other administrative procedures or to enjoy incentives, the investment registration authority will still issue the certificate upon the investor’s request.

What percentage of foreign capital in an economic organization requires it to follow the procedures of a foreign investor?

According to Article 20 of the 2025 Investment Law, economic organizations must follow the procedures for obtaining an Investment Registration Certificate when foreign investors hold more than 50% of the charter capital. For partnerships, if the majority of partners are foreign individuals, the same procedures must be followed. If the foreign capital ratio is 50% or less, you should follow the investment procedures as a domestic investor.

Is it permissible to commence a project before obtaining an Investment Registration Certificate?

No. According to the principle in Article 29 of the 2025 Investment Law, for projects requiring licensing, investors are responsible for completing the procedures for obtaining an Investment Registration Certificate before implementing the project. Commencing construction or business operations without a license may result in administrative penalties or forced suspension of operations.

Conclusion

Investors need to clearly understand the regulations related to conditions, dossiers, and procedures for applying for an Investment Registration Certificate to avoid financial risks. Mastering this information not only helps customers implement projects effectively but also protects their rights during the investment process.

If you have any questions or need in-depth advice, please contact Long Phan Consulting Company immediately via Hotline: 1900636389.