Investment Registration Certificate Vietnam: Learn about IRC requirements, application documents, procedures and processing times under 2026 law.
An Investment Registration Certificate (IRC) is an official document issued by a competent Vietnamese investment registration authority to record essential information about an investment project.
In 2026, the procedures for obtaining an Investment Registration Certificate in Vietnam are governed by Law on Investment No. 143/2025/QH15 and Decree No. 96/2026/ND-CP.
Foreign investors seeking information about Investment Registration Certificate Vietnam requirements should carefully review the applicable conditions, required documents, investment registration authorities, and processing times.
This legal guide, prepared by Song Thinh International Law Firm, explains the IRC application process and the legal requirements for foreign investment projects in Vietnam.
1. Investment Registration Certificate Vietnam: Legal Requirements in 2026
An Investment Registration Certificate (IRC) is an official document issued by a competent Vietnamese investment registration authority recording the registered information of an investment project.
An IRC generally identifies essential project information, including the investor, investment objectives, project location, investment capital, implementation schedule, and duration.
The IRC serves as an important legal basis for the registration and implementation of investment projects falling within the scope of Vietnamese investment legislation.
However, an IRC must not be confused with an Enterprise Registration Certificate (ERC).
An IRC concerns the investment project, while an ERC concerns the legal registration of the company.
A foreign-invested enterprise may need both certificates, depending on the circumstances.
2. Investment Registration Certificate Vietnam: Required Documents
Article 26 of the Law on Investment No. 143/2025/QH15 regulates projects subject to IRC issuance.
2.1. Investment Projects Requiring an IRC
Under Clause 1, Article 26, the following projects must undergo investment registration procedures:
First: Investment projects of foreign investors.
This category covers projects directly implemented by foreign individuals or foreign organizations, subject to the applicable statutory framework.
Second: Investment projects of economic organizations specified in Clause 1, Article 20.
Certain foreign-invested economic organizations must follow investment procedures applicable to foreign investors when implementing other investment projects.
Therefore, a company that has already been incorporated in Vietnam may still be required to apply for an IRC when undertaking a new investment project.
2.2. Investment Projects Not Requiring an IRC
Clause 2, Article 26 identifies categories that are not required to undergo IRC issuance procedures, including:
- Investment projects of domestic investors.
- Investment projects of economic organizations specified in Clause 2, Article 20.
- Investment through capital contributions, share purchases, or acquisitions of equity interests in existing economic organizations.
The absence of an IRC requirement does not necessarily exempt the investment from all other registrations, approvals, or statutory conditions.
For example, a foreign investor acquiring shares in a Vietnamese company may still need to register the share acquisition before changing the company’s ownership structure in circumstances prescribed by law.
2.3. Can an Investor Obtain an IRC Voluntarily?
Clause 4, Article 26 permits investors implementing certain projects otherwise exempt from IRC procedures to apply for an IRC if they wish.
The relevant application must satisfy the applicable requirements.
For foreign investors researching Investment Registration Certificate Vietnam requirements, determining whether an IRC is mandatory is the first step before preparing an investment project application.
3. Investment Registration Certificate Vietnam: Application Procedures
One of the most important legal developments in 2026 is the revised procedure for establishing economic organizations.
3.1. Company Establishment Before IRC Procedures
Under Clause 2, Article 19 of Law No. 143/2025/QH15, a foreign investor may establish an economic organization to implement an investment project before carrying out procedures for issuance or adjustment of an IRC.
The foreign investor must satisfy the applicable market access conditions when establishing the economic organization.
This provision offers additional flexibility in planning company formation and investment registration.
3.2. Does This Mean an IRC Is No Longer Required?
No.
Article 19 concerns the sequence of establishing an economic organization and completing investment registration procedures.
Article 26 separately determines which investment projects are required to obtain an IRC.
These provisions must be interpreted together.
In addition, Article 29 requires an investor implementing a project subject to IRC issuance to complete the relevant procedures before implementing the project.
Therefore, foreign investors must distinguish between:
- Establishing a legal entity.
- Registering an investment project.
- Obtaining investment policy approval, where applicable.
- Obtaining specialized business or operating licenses.
An ERC alone does not automatically authorize the implementation of an investment project that requires an IRC.
4. How Long Does an IRC Application Take in Vietnam?
For investment projects not subject to investment policy approval, Clause 3, Article 39 of Decree No. 96/2026/ND-CP provides the applicable IRC issuance conditions.
4.1. Lawful Investment Activities
The proposed investment project must not involve activities prohibited by Vietnamese investment law or relevant international investment treaties.
4.2. Lawful Investment Project Location
The investor must identify a legally acceptable location for implementing the project.
Supporting documentation may include a valid lease agreement, documentation evidencing land use rights, or other legally recognized evidence concerning the proposed project location.
The nature of the required documentation depends on the specific project.
4.3. Consistency With Applicable Planning
The investment project must satisfy the relevant planning requirements.
Depending on the project, these may concern land use, development orientation, and applicable planning regulations.
4.4. Investment Scale and Local Requirements
The project must satisfy applicable conditions concerning investment per unit of land area and labor use, where such conditions have been adopted under the relevant legal framework.
4.5. Foreign Market Access Conditions
Foreign investors must comply with the market access conditions applicable to their proposed business activities.
These conditions may include:
- Foreign ownership restrictions.
- Permitted investment structures.
- Scope of business activities.
- Investor qualifications.
- Requirements concerning Vietnamese business partners.
- Other conditions under Vietnamese legislation and applicable international treaties.
4.6. Technology-Related Requirements
Projects subject to technology-related assessment must comply with the applicable legal requirements.
These conditions demonstrate why preparing a legally complete investment project is essential before submitting an IRC application.
5. Investment Registration Certificate Vietnam: Required Documents
Under Clause 1, Article 39 of Decree No. 96/2026/ND-CP, an investor applying for an IRC for a project not subject to investment policy approval submits one application dossier containing the relevant documents specified in Clause 1, Article 32.
Depending on the proposed project, these may include the following documents.
5.1. Application for Implementation of the Investment Project
This document provides essential information concerning the investor and proposed investment activities.
5.2. Investor’s Legal Documents
For an individual foreign investor, identification documents such as a valid passport may be required.
For a foreign organizational investor, the application may require the organization’s registration documents and documents identifying its authorized representatives.
Foreign-issued documents may require consular legalization or certified translation, subject to applicable exemptions.
5.3. Evidence of Financial Capacity
Relevant documents may include at least one legally acceptable form of evidence, such as:
- Financial statements for the two most recent years.
- A financial support commitment from the parent company.
- A financial support commitment from a financial institution.
- A guarantee regarding financial capacity.
- Other documents establishing the investor’s financial capacity.
The appropriate evidence depends on the investor’s legal status and financing arrangements.
5.4. Investment Project Proposal
The proposal generally describes:
- Investor information.
- Investment objectives.
- Project scale.
- Total investment capital and financing arrangements.
- Project location.
- Proposed duration.
- Project implementation schedule.
- Land use requirements, where applicable.
- Labor requirements.
- Expected investment incentives, where applicable.
- Socio-economic impacts.
- Other legally required project information.
5.5. Documents Concerning the Investment Location
Depending on the nature of the project, the investor may need documents supporting the proposed location and the legal right to use it.
These documents should be reviewed for consistency with the project’s intended activities.
5.6. Additional Documents for Specialized Projects
Certain investment projects may require additional materials concerning:
- Technology use.
- Construction.
- Environmental protection.
- Land requirements.
- Specialized business activities.
- Other matters prescribed by law.
The applicable dossier should be determined before submission, rather than relying on a universal checklist for all investments.
This Investment Registration Certificate Vietnam document checklist helps foreign investors prepare the necessary legal, financial and project-related information before submitting an IRC application.
6. Investment Registration Certificate Vietnam: Application Procedures
Step 1: Determine Whether the Project Requires an IRC
The investor should review the investment structure and determine whether the project falls within Article 26 of the Law on Investment 2025.
This assessment should also consider whether the investor is acting directly or through an existing foreign-invested company.
Step 2: Review Foreign Market Access Conditions
The proposed business activities must be examined against the applicable market access framework.
For restricted sectors, the investor must determine whether additional conditions concerning ownership, investment form, or qualifications apply.
Step 3: Determine Whether Investment Policy Approval Is Required
Certain projects require investment policy approval under Articles 24 and 25 of the Law on Investment 2025.
If investment policy approval is required, the investor must follow the relevant approval process.
The simplified IRC procedure for projects not requiring investment policy approval should not be applied indiscriminately to these projects.
Step 4: Prepare the Investment Registration Dossier
Prepare all legally required documents, including information on the investor, project objectives, financial capacity, investment capital, location, and implementation schedule.
The investor should ensure that all application documents are consistent with one another.
Step 5: Submit the Application to the Competent Authority
The application must be submitted to the competent investment registration authority.
Depending on the project, this may be the relevant provincial Department of Finance or the management board of an industrial park, export processing zone, high-tech zone, or economic zone.
Applicable procedures may also permit online submission through the National Investment Information System.
Step 6: Application Review and Issuance of IRC
The competent authority examines the application and verifies whether the project meets the relevant conditions.
Where necessary, the authority may consult other competent state agencies.
If the project satisfies all applicable requirements, the IRC will be issued within the statutory processing period.
Step 7: Complete Additional Procedures Before Project Implementation
After obtaining the IRC, the investor must complete any remaining procedures applicable to the project.
These may include:
- Corporate registration or amendment.
- Banking and capital contribution arrangements.
- Construction and environmental procedures.
- Fire prevention and safety requirements.
- Business licenses.
- Labor and tax compliance.
- Investment reporting obligations.
The required procedures depend on the project’s business sector and operational characteristics.
7. Which Authority Issues Investment Registration Certificates in Vietnam?
Article 27 of the Law on Investment 2025 establishes the principal jurisdiction of investment registration authorities.
7.1. Provincial Departments of Finance
For investment projects outside industrial parks, export processing zones, high-tech zones, and economic zones, the provincial-level Department of Finance generally acts as the competent IRC authority, subject to statutory exceptions.
7.2. Management Boards
Management boards of industrial parks, export processing zones, high-tech zones, and economic zones generally issue IRCs for projects within their respective areas of authority.
7.3. Projects Covering Multiple Locations
For certain projects implemented across two or more provincial-level administrative units, or both inside and outside industrial zones, the competent authority is determined under Clause 3, Article 27.
Investors should determine the correct receiving authority before filing their application to avoid unnecessary delays.
8. How Long Does It Take to Obtain an IRC in Vietnam in 2026?
Under Clause 3, Article 39 of Decree No. 96/2026/ND-CP, the competent investment registration authority generally issues an IRC within 10 working days after receiving a valid application dossier, provided that the investment project satisfies all relevant statutory conditions.
This processing period applies to the specified procedure for projects not requiring investment policy approval.
It should not be interpreted as a universal deadline for all investment projects.
The overall time required may also include:
- Preparation and legalization of foreign documents.
- Verification of investment capital.
- Project location review.
- Investment policy approval, where required.
- Correction of incomplete or inconsistent applications.
- Specialized project assessments.
Foreign investors should distinguish between the official processing period and the total time required to prepare and complete the investment registration process.
The processing time for an Investment Registration Certificate Vietnam application depends on the project’s legal classification, the completeness of the dossier and any additional approvals required.
9. How Much Does an IRC Application Cost in Vietnam?
The overall cost of an IRC application depends on the investor and the nature of the investment project.
Potential expenses may include:
- Translation and consular legalization.
- Preparation of investment project documents.
- Legal consultation and representation.
- Documentation concerning the investment location.
- Specialized assessments or approvals.
- Applicable administrative charges.
Investment capital itself is separate from professional service fees and application-related expenses.
A reliable cost estimate should be based on the specific project rather than a general fixed-price assumption.
10. What Is the Difference Between an IRC and an ERC?
Although both documents are important for foreign-invested businesses, they serve different legal functions.
Investment Registration Certificate (IRC)
An IRC records the information of an investment project, including its objectives, capital, location, and implementation details.
Enterprise Registration Certificate (ERC)
An ERC confirms the legal registration of an enterprise and contains relevant company registration information.
A foreign investor should not assume that holding an ERC eliminates all investment registration obligations.
Similarly, obtaining an IRC does not automatically replace the enterprise registration procedures necessary for establishing a company.
The appropriate sequence depends on the applicable legal framework and investment structure.
11. When Must an Investment Registration Certificate Be Amended?
An IRC may need to be amended when changes to the investment project affect information recorded on the certificate or otherwise trigger relevant investment adjustment procedures.
Common examples include:
- Change of investor information.
- Change of investment project objectives.
- Increase or reduction of investment capital.
- Change of project location.
- Change of project duration.
- Adjustment of project implementation schedule.
- Other changes falling within applicable investment adjustment requirements.
Depending on the project, certain changes may also require amendment of investment policy approval or other related authorizations.
Foreign investors should review the applicable legal requirements before implementing a material change to their investment project.
12. Common Mistakes in IRC Applications
Incorrect Business Activities
The proposed investment objectives may be inconsistent with the applicable market access conditions.
Insufficient Financial Documentation
Financial capacity documentation may not adequately support the proposed investment scale.
Unclear Investment Project Location
The application may lack sufficient documents establishing the legal basis for the proposed project location.
Inconsistent Investment Capital Information
Differences between financial documents, project proposals, and company registration information may create difficulties during review.
Incorrect Registration Authority
Submitting the application to an authority without jurisdiction may delay processing.
Confusing IRC and ERC Procedures
Foreign investors sometimes assume that these documents serve the same purpose or must always be issued in the same sequence.
Failure to Assess Investment Policy Approval Requirements
Certain projects require investment policy approval before further steps can be completed.
A preliminary legal review can help identify these issues before filing the application.
13. Frequently Asked Questions About IRC Registration in Vietnam
Understanding Investment Registration Certificate Vietnam procedures can help international businesses avoid incomplete applications, registration delays and compliance issues when entering the Vietnamese market.
Is an Investment Registration Certificate mandatory for foreign investors?
An IRC is generally required for investment projects of foreign investors falling within Clause 1, Article 26 of the Law on Investment 2025. Statutory exemptions and distinctions for other investment forms must be considered.
Can a foreign investor establish a company before obtaining an IRC?
Yes. Under Clause 2, Article 19 of the Law on Investment 2025, foreign investors may establish an economic organization before completing IRC issuance or amendment procedures, subject to applicable market access conditions.
How long does an IRC application take in Vietnam?
For projects not requiring investment policy approval, the statutory processing period is generally 10 working days from receipt of a valid dossier, provided all applicable conditions are met under Article 39 of Decree No. 96/2026/ND-CP.
Which authority issues an IRC in Ho Chi Minh City?
Depending on the project location and applicable jurisdiction, the competent authority may be the Ho Chi Minh City Department of Finance or the relevant management board.
Does a foreign-owned company always need both IRC and ERC?
Not in every situation. The requirements depend on the investment structure, whether a new entity is being established, and whether the relevant project requires investment registration.
Do foreign share acquisitions require an IRC?
Investment in the form of capital contribution, share purchase, or acquisition of equity interests is not itself subject to IRC issuance under Point c, Clause 2, Article 26. However, separate share acquisition registration procedures may apply.
Is there a minimum investment capital requirement for IRC registration?
There is no universal statutory minimum investment capital amount for every project. Nevertheless, applicable sector-specific requirements, financial capacity, and project feasibility must be assessed.
Can an investor apply for an IRC online?
For eligible projects, Decree No. 96/2026/ND-CP provides procedures for online submission through the National Investment Information System. The applicable submission method should be confirmed for the relevant project.
Can an IRC be amended after issuance?
Yes. Investment registration information may be amended in accordance with the procedures applicable to the investment project and the nature of the proposed changes.
Can an investment project operate immediately after obtaining an IRC?
Not necessarily. The investor must satisfy any outstanding corporate, land, construction, environmental, operational licensing, and other applicable legal requirements before undertaking regulated activities.
14. Legal Basis for IRC Registration in Vietnam in 2026
Official Legal References for Foreign Investors
Foreign investors seeking information about Investment Registration Certificate Vietnam procedures should consult the following official legal documents:
Law on Investment No. 143/2025/QH15
This law provides the legal framework governing investment registration, foreign investment projects and investment procedures in Vietnam.
Official document: https://vanban.chinhphu.vn/?classid=1&docid=216524&pageid=27160
Decree No. 96/2026/ND-CP
This decree provides detailed regulations and guidance on implementing the Law on Investment, including IRC application procedures and conditions.
Official document: https://vanban.chinhphu.vn/?classid=0&docid=217407&pageid=27160
15. Investment Registration Certificate Legal Services – Song Thinh International Law Firm
Are you planning to obtain an Investment Registration Certificate in Vietnam?
Preparing an IRC application requires careful consideration of investment objectives, market access conditions, financial documentation, project location, and applicable regulatory requirements.
Song Thinh International Law Firm provides legal consultation and assistance for foreign investors planning to establish or expand investment projects in Vietnam.
Our legal services include:
- Assessment of IRC eligibility and requirements.
- Consultation on foreign investment market access conditions.
- Preparation and review of investment project applications.
- Legal assistance with Investment Registration Certificate procedures.
- Representation during investment registration processes.
- Amendment of Investment Registration Certificates.
- Company incorporation and ERC registration.
- Foreign ownership and corporate structuring advice.
- Capital contribution and investment compliance advice.
- Ongoing legal assistance for foreign-invested businesses.
Contact Song Thinh International Law Firm
SONG THINH INTERNATIONAL LAW FIRM
Foreign Investment & Corporate Legal Services in Vietnam
Address: 176/39 Tran Huy Lieu Street, Cau Kieu Ward, Ho Chi Minh City, Vietnam.
Phone: +84 945 076 879
Email: [email protected]
Website: https://luatsongthinh.com
Contact our legal team for professional assistance with Investment Registration Certificate applications and foreign investment procedures in Vietnam.
Legal Disclaimer: This article provides general legal information as of October 17, 2026. It does not constitute specific legal advice. Requirements and procedures may vary depending on the investment project, business activities, project location, and applicable regulations.
