The conditions for granting an investment registration certificate are a crucial requirement that foreign investors must meet in order to implement projects in Vietnam. Investment Law 2020 According to current guidelines and regulations, the evaluation of applications is based on planning suitability, financial capacity, and market access conditions. Understanding these regulations not only helps businesses shorten preparation time but also ensures the project's legal sustainability from the outset.
Investment registration certificate and applicable subjects
An Investment Registration Certificate (commonly known as an IRC) is a paper or electronic document recording the investor's registration information regarding an investment project. It serves as the first legal document for foreign organizations and individuals to establish a business entity in Vietnam in accordance with the law.
As stipulated in Article 37 Investment Law 2020, The following projects are required to go through the procedures to satisfy the conditions for obtaining an investment registration certificate before official implementation:
- Projects by foreign investors, including individuals with foreign nationality or organizations established under foreign law.
- The project is defined in Clause 1, Article 23 of the 2020 Investment Law, specifically enterprises with foreign investors holding more than 50% of the charter capital or with a majority of partners being foreign individuals.
Correctly identifying the target group helps investors avoid administrative procedural errors and ensures they fully meet the conditions for obtaining an investment registration certificate as required by the authorities.
Basic conditions for granting investment registration certificates
For a project to be approved and licensed by the investment registration authority, the investor must demonstrate that their project simultaneously satisfies the conditions stipulated in Article 38. Investment Law 2020. These criteria aim to ensure that the project makes a positive contribution to the local economy and does not cause negative consequences for society.
The core elements that constitute the conditions for granting an investment registration certificate include:
- The project must not fall under the category of prohibited investment and business sectors as stipulated in Article 6 of the Investment Law (for example: trading in narcotics, firecrackers, specimens of rare plants and animals).
- The investment project must have a legally defined location, clearly identified based on documents such as copies of land use rights certificates, land ownership certificates, or copies of site lease agreements and factory lease contracts with full legal validity.
- Investment projects must be compatible and consistent with planning levels as stipulated by law on planning, including provincial planning, regional planning, and local land use planning.
- Fully meet the standards regarding investment per specific land area and minimum number of workers if the locality where the project is implemented has separate regulations for each sector.
Investors should note that these plans are frequently updated, therefore checking the information at the Department of Planning and Investment is an essential part of the process of fulfilling the conditions for obtaining an investment registration certificate.
Meeting the conditions for granting an investment registration certificate regarding market access.
Besides general conditions, foreign investors are also subject to international commitments and a restricted list of business sectors. This is considered a key condition for regulatory authorities to consider the right of foreign legal entities to participate in the Vietnamese market.
To meet the conditions for obtaining an investment registration certificate regarding market access, investors need to compare their situation with Decree 31/2021/ND-CP based on the following criteria:
- The maximum percentage of charter capital that foreign investors are allowed to hold in an economic organization in Vietnam (for example, the logistics and advertising industries often have restrictions on the percentage of foreign capital).
- Permitted forms of investment include establishing new economic organizations or contributing capital to purchase shares or equity in existing businesses.
- Is the scope of investment and business activities limited in terms of geographical area or scale of service provision according to the regulations of the World Trade Organization (WTO) and FTA agreements?.
- Requirements regarding the investor's qualifications and experience, and the legal standing of the joint venture partners participating in the project.
Failure to meet the required capital contribution ratio for the specific industry may result in the application being rejected for an investment registration certificate right from the preliminary assessment stage.
Finance and deposit requirements for granting investment registration certificates.
An investment project is only considered feasible when the investor demonstrates ample financial resources and a commitment to timely implementation. The investment registration authority will rigorously assess this aspect to ensure the project meets the requirements for granting an investment registration certificate in terms of implementation capacity.
Proof of financial capacity is usually demonstrated through the following documents:
- For institutional investors: Audited financial statements for the last two years or a commitment of financial support from the parent company.
- For individual investors: Confirmation of bank account balance corresponding to the expected capital contribution to the project in Vietnam.
In addition, investors are required to fulfill their obligation to deposit a security fund to guarantee project implementation as stipulated in Article 43. Investment Law 2020. This is a mandatory component in the overall conditions for granting investment registration certificates for land-use projects.
| Project investment capital | Deposit amount (based on capital) |
|---|---|
| Up to 300 billion VND | 3% |
| Capital investment ranges from over 300 billion to 1,000 billion VND. | 2% |
| Capital portion exceeding 1,000 billion VND | 1% |
Please note that the actual deposit amount may be reduced from 25% to 50% if the project belongs to an investment-incentive sector or is located in an area with particularly difficult socio-economic conditions as stipulated by law. Fulfilling this obligation is the clearest evidence of meeting the conditions for granting an investment registration certificate regarding financial responsibility.
Documents required for granting an investment registration certificate.
Once all the conditions for obtaining an investment registration certificate have been met, the next step is to prepare a complete set of documents according to the guidelines in Circular 03/2021/TT-BKHĐT and submit them to the competent authority. Accurate document preparation will determine the speed at which the Investment Registration Certificate (IRC) is issued for the project.
The standard set of documents for assessing eligibility for investment registration includes:
- The proposal for implementing an investment project must follow the form prescribed by the Ministry of Planning and Investment.
- Documents proving the investor's legal status (Passport or Business License) have been legalized by consular authorities as stipulated in Decree 111/2011/ND-CP.
- Detailed investment project proposal: Clearly state the objectives, capital scale, capital mobilization plan, implementation schedule, and solutions regarding technology and environmental protection.
- Copies of documents explaining financial capacity and documents proving the legal right to use the project site.
Procedure for verifying eligibility for investment registration certificate issuance:
- Step 1: Investors access and declare project information online on the National Investment Information System to obtain an electronic application number.
- Step 2: Submit the paper application directly to the Department of Planning and Investment or the Management Board of the economic zones and industrial parks where the project is implemented.
- Step 3: Within 15 working days from the date of receiving a complete and valid application, the investment registration authority will assess the conditions for granting the investment registration certificate and return the results to the enterprise.
If the application is incomplete, the investment registration authority must issue a written notice stating the reasons why the application does not meet the conditions for granting an investment registration certificate, so that the investor can supplement the missing information.
Legal considerations to ensure eligibility for investment registration certificate issuance.
During the process of preparing documents to meet the requirements for obtaining an investment registration certificate, a common mistake made by investors is the legal validity of foreign documents. All documents issued by competent foreign authorities must go through the following steps to be recognized:
- Consular legalization: Documents such as company extracts and passports must be certified by diplomatic agencies in accordance with proper procedures to ensure they meet the formal requirements for issuing an investment registration certificate.
- Notarized translation: After consular legalization, these documents must be translated into Vietnamese and the translator's signature must be notarized in accordance with Vietnamese Notarial Law.
Thorough preparation of these steps will help prevent the application from being rejected, ensuring that the project meets the requirements for obtaining an investment registration certificate quickly.
Conclusion regarding the conditions for granting investment registration certificates.
Fully complying with the conditions for obtaining an investment registration certificate not only helps businesses minimize legal risks but also creates a solid foundation for effective business operations in Vietnam in 2026. Investors should proactively coordinate with relevant agencies. reliable consulting services To review planning and market access sectors, in order to optimize the process of fulfilling investment registration certificate requirements and to best utilize preferential policies from the Vietnamese Government.
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Content is moderated by: Mr. Le Hoang Tuyen – Founder & CEO of Man, CPA Vietnam Auditors With over 30 years of experience in accounting, auditing, and financial consulting.
