Investing in Vietnam: How to obtain the Investment Registration Certificate (IRC)?

Nowadays, Vietnam is widely acknowledged as a promising environment for doing business, offering extensive opportunities for foreign investors. Within the realm of regulatory requirements, obtaining the Investment Registration Certificate (IRC) stands as a crucial step. What specific actions must investors pursue to secure this business license and lay a solid groundwork for their business?

1. When do we need to carry out procedures for granting an Investment Registration Certificate?

According to the Investment Law 2020, procedures for granting IRCs are carried out in the following cases:

• Investment projects of foreign investors;
• Investment projects of the following economic organizations:
  1. Foreign investors holding more than 50% of the charter capital or the majority of partners are foreign individuals for economic organizations that are partnerships;
  2. There is an economic organization specified in point (i) holding more than 50% of charter capital;
  3. There are foreign investors and economic organizations specified in (i) holding more than 50% of charter capital.

In addition, the Investment Law also stipulates cases where the procedure for granting an IRC is not required, including:

• Investment projects of domestic investors;
• Investment in the form of capital contribution, share purchase, or purchase of capital contribution of economic organizations.

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2. What are the conditions for issuing an Investment Registration Certificate?

For investment projects that are not subject to investment policy approval by the National Assembly, the Prime Minister, or the Provincial People’s Committee, the investor will be granted an IRC if the following conditions are met:

• Investment projects that do not belong to industries or occupations banned from business investment;
• There is a land investment project implementation point;
• Investment projects following national planning, regional planning, provincial planning, urban planning, and special administrative-economic unit planning (if any);
• Meet the conditions of investment rate per land area, number of labor used (if any);
• Meet market access conditions for foreign investors.

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Find out other articles relating to Investment in Vietnam:

• Setting up a company and investment projects in Vietnam
• 11 essential tasks to do after setting up a company in Vietnam
• Insights for foreign investment in Vietnam: Identifying legal risks (Part 1)

3. What are the procedures for issuing an Investment Registration Certificate?

Before carrying out the procedure for granting an IRC, the investor needs to determine whether the investment project is subject to investment policy approval or not. Therefore, there will be 02 corresponding cases as follows:

3.1 Case 1

For investment projects subject to investment policy approval, the investor must carry out the investment policy approval procedure before carrying out the procedure for granting the IRC.

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  For investment projects with investment policy approved at the same time as investor approval and subject to the issuance of IRC is done as follows:

  • Under the Decision approving the investment policy, IRC issued by the investment registration agency within 05 working days from the date of receiving the Decision approving the investment policy;
  • For investment projects under the investment policy approval authority of 02 or more provincial People’s Committees, based on the request of the Ministry of Planning and Investment, the Prime Minister assigns the Department of Planning and Investment of a province or central city where the investor implements an investment project, places or plans to locate an executive office to implement an investment project and issue an IRC.

• For auction or bid investment projects

  • The investment project has had its investment policy approved, and the investor has won the auction and bid;
  • Investment projects subject to investor approval in cases where an auction of land use rights is organized but only one person registers to participate, or the auction is unsuccessful according to the provisions of land law, or in the case of a bidding organization selecting an investor, but only one investor is registered according to the provisions of the law on bidding, and is subject to the issuance of an IRC;
  • The investor submits a written request for issuance of an IRC to the investment registration agency to obtain an IRC within 05 working days from the date the investment registration agency receives the written request.

• For investment projects in cases where the Economic Zone Management Board approves the investor, the Economic Zone Management Board decides to approve the investor at the same time as issuing the IRC.

• For projects not subject to issuance of IRC, if there is a need to issue an IRC, the investor must submit a written request for an IRC and a valid copy of the Investment Policy Approval Decision and a valid copy of the Investor Approval Decision (if any) to the investment registration agency to be granted an IRC within 05 working days from the date of receiving written request.

3.2 Case 2

For investment projects that are not subject to investment policy approval, investors can carry out procedures for the issuance of IRC directly at the investment registration agency.

Step 1: The investor submits 01 set of application documents for issuance of IRC including the contents according to the provisions of the Investment Law to the investment registration agency.

• In case the investment project is implemented in 02 or more provincial administrative units, the investor submits documents to the Department of Planning and Investment of a province or central city where the investor implements the project, sets up or plans to set up an executive office to apply for an IRC for the project.
• For investment projects that have been put into operation, investors submit documents according to regulations, in which the investment project proposal is replaced by a report on the implementation of the investment project from the time of implementation to the time of applying for an IRC.

Step 2: When the project meets the conditions stated in Section 2 of this article, the investment registration agency issues an IRC to the investor within 15 days from the date of receipt of valid documents.

In general, the procedure for granting an investment registration certificate is an important procedure for investors starting a business in Vietnam. Therefore, investors need to understand and continuously update legal regulations to ensure regulatory compliance and facilitate the completion of this procedure quickly and smoothly.

Taking into account that Vietnam’s regulatory landscape is quite complex and accessing essential information can be challenging, our in-house counsel services provide invaluable support for foreign investors seeking expert guidance.

Contact us today via email at inquiry@plf.vn or +84913 902 906 or Zalo | Viber | WhatsApp to receive a free 30-minute consultation.