The amended Investment Registration Certificate (IRC) dossier is a mandatory component when a foreign-invested enterprise (FDI) changes the scale, capital, or location of its project. Understanding these regulations is crucial. Investment Law 2020 and Decree 31/2021/ND-CP This article helps FDI businesses carry out the IRC adjustment procedure correctly and minimize legal risks. It provides a detailed summary of the required documents for adjusting an investment project, helping businesses successfully register their investment project adjustments according to the latest regulations in 2026.
Cases requiring amendment of the Investment Registration Certificate (IRC)
According to Article 41 of the 2020 Investment Law, common cases for adjusting investment certificates include changes in the legal status or actual implementation of the project. Investors must carry out the procedure for adjusting the investment project for foreign investors when the following changes occur:
- Changes to foreign investor information include name, nationality, registered office address, or updating investment information in the legal documents of FDI enterprises.
- Changes to the investment project content include the project name, investment project objectives, or adjustments to the actual project scale.
- Changes in investment capital include procedures for adjusting and increasing investment capital and changing the capital contribution structure of foreign investors.
- Changes to the location of the investment project or adjustments to the previously registered land area.
- Changes to the project implementation schedule include the schedule for capital contribution and the schedule for achieving the main objectives of the FDI project.
- Changes to the legal representative of the project or the official contact information of the investor.
- Transfer the investment project to another partner or update the IRC when the project's operating period changes.
Components of the application for amendment of the basic Investment Registration Certificate.
To prepare the set Application for Investment Certificate For a complete adjustment, investors need to gather the core IRC adjustment documents as stipulated in Circular 03/2021/TT-BKHĐT of the Ministry of Planning and Investment.
The application for amendment of the Investment Registration Certificate (IRC) includes:
- The application for adjustment of the investment project must follow the form prescribed by the Ministry of Planning and Investment.
- Report on the progress of the investment project up to the time of requesting changes to the project content.
- Decision to adjust the investment project by the investor (document from the owner, Board of Members, or Board of Directors).
- The original Investment Registration Certificate (IRC) that was most recently issued.
- Legal documents related to the investor concerning the changes, such as the foreign investor's passport/citizen identification card or business license.
- A copy of the current Enterprise Registration Certificate (ERC) is required to synchronize the legal information of foreign-invested enterprises. Investors should note this. What is the difference between IRC and ERC? To take steps to update the correct information on both types of licenses.
Checklist of supplementary documents for each specific adjustment case.
To help businesses easily review documents before submitting them to the investment registration authority, the table below categorizes the required supplementary documents according to specific changes.
| Content adjustments | Additional documents are needed. | Legal purpose |
|---|---|---|
| Capital increase adjustment | Audited financial statements, confirmation of capital account balances. | Proof of financial capacity |
| Change of project location | Lease agreement, legal documents of the lessor. | Confirmation of right to use the premises |
| Project transfer | Project transfer contract, transferee's documents | Confirmation of change of investor |
| Change project objectives | Explanation of technology, machinery, and economic efficiency. | Assessing the feasibility of the project. |
Please note the following: All legal documents issued by foreign authorities must be consular legalized and notarized translated into Vietnamese to be eligible for submission.
Detailed records for common changes.
Preparing documents for changes to an investment project requires accuracy in figures and transparency in documentation demonstrating the capacity to actually implement the project.
Foreign investment capital increase adjustment dossier
When making adjustments to increase foreign investment capital, investors need to provide documents proving financial resources in accordance with Article 44 of Decree 31/2021/ND-CP:
- A written explanation of the investor's financial capacity and supporting documents proving the source of their capital.
- Confirm the bank's capital account balance for the foreign investor's cash contribution.
- Audited financial statements for the two most recent years or a commitment of financial support from the parent company.
- Documents proving ownership of assets in the case of capital contribution in the form of machinery and technology.
Investment project location change application
Adjusting the location of an investment project requires legal documents proving the right to use the land or the legal office address:
- A project site lease agreement or factory lease agreement at the new location.
- The lessor's legal documents include the land use right certificate and the construction permit.
- A project location map or detailed site plan showing the land area used for the project.
- Explanation of compliance with local environmental and planning requirements.
Procedures and guidelines for adjusting the online IRC in 2026.
The procedure for adjusting investment licenses is now integrated online through the National Information System on Foreign Investment of the Ministry of Planning and Investment. According to experts at MAN – Master Accountant Network, accurately declaring digital data is a prerequisite for avoiding rejection of paper applications. Many businesses also frequently ask about... How long does it take to get an IRC?, In reality, this timeframe depends heavily on the validity of the online application.
The table below summarizes the process for submitting an amendment to the IRC in 2026:
| Step | Content of implementation | The resolving agency |
|---|---|---|
| Step 1 | Declare information and submit IRC amendment documents online. | National Investment Information System |
| Step 2 | Submit a hard copy of the IRC amendment application in person. | Department of Planning and Investment or Industrial Park Management Board |
| Step 3 | Receiving and processing project adjustment documents. | Investment registration authority |
| Step 4 | Receive the new Investment Registration Certificate (IRC) results. | Department for delivering administrative results |
Note after the table: In case the application needs to be amended or supplemented, the investment registration authority will notify in writing or via the online system within 03 working days from the date of receipt of the application.
Fees for amending the Investment Registration Certificate.
When submitting an application to amend the Investment Registration Certificate (IRC), investors should be aware of the associated costs and prepare a suitable budget accordingly:
- State fees: Currently, the procedure for adjusting an IRC (Investment Registration Certificate) usually does not incur administrative fees at the investment registration agency.
- Cost of certified translation: Depends on the number of legal documents from foreign countries that need to be translated.
- Consular legalization fee: Applies to documents issued by foreign authorities to be valid for use in Vietnam.
- Legal consulting service fee: Applies if the business uses professional FDI application support services to ensure accuracy.
The competent authority for processing IRC amendment applications.
The authority to process applications is clearly defined in the Investment Law and Decree 31/2021/ND-CP to ensure consistency in state management:
- The Department of Planning and Investment of the province/city is responsible for projects located outside industrial parks, export processing zones, or economic zones.
- The Industrial Park Management Board or the Export Processing Zone Management Board, for projects located within the management boundaries of the Management Board.
- The processing time for investment project adjustment applications is typically 10 to 15 working days, as stipulated by the Vietnamese government.
These are the errors that most often lead to requests for additional information in IRC amendment applications.
In practice, businesses often encounter difficulties at the following points when carrying out procedures to amend investment certificates, leading to prolonged processing times:
- Inconsistent information between IRC and ERC: This is the most common error that leads to applications being returned for correction or requiring parallel ERC amendment procedures.
- Failure to submit periodic investment reports: If a business has not fulfilled its reporting obligations on the online system, the investment registration authority has the right to refuse to accept the new adjustment application.
- Inadequate financial capacity: The financial documentation is not convincing enough to justify the increased capital.
- Project location is not in accordance with planning regulations: The lease agreement for the site is not legally valid, or the new location is not included in the local development plan.
To minimize these errors, businesses can consult professional investment certificate adjustment consulting firms such as MAN – Master Accountant Network to have their documents reviewed before official submission.
Frequently Asked Questions about the Investment Certificate Amendment Application
What does an IRC amendment document include?
How long does it take to amend an Investment Registration Certificate (IRC)?
When should investment policies be adjusted before adjusting the Investment Regulatory Commission (IRC)?
Is proof of financial capacity required when adjusting an IRC to increase its capital?
What documents are required for adjusting the location of an investment project?
How long after changing project information do I need to update the IRC?
Will FDI enterprises be penalized if they are slow to adjust their International Regulatory Commission (IRC)?
Do I need to change the ERC settings when adjusting the IRC?
Conclude
Preparing the correct application for amendment of the Investment Registration Certificate (IRC) is a prerequisite for FDI enterprises to expand their operations in Vietnam. Due to the complex legal nature of the process, FDI enterprises should review all IRC amendment documents before submission to minimize the risk of being required to make revisions or experiencing delays in processing. Proactively updating regulations and following the correct procedures at the investment registration authority will ensure the smoothest possible project implementation.
Contact information for MAN – Master Accountant Network
- Address: 19A, 43rd Street, Tan Thuan Ward, Ho Chi Minh City
- Mobile/Zalo: 0903 963 163 – 0903 428 622
- Email: man@man.net.vn
Content production is overseen by: Mr. Le Hoang Tuyen – Founder & CEO of MAN – Master Accountant Network, CPA Vietnam auditors with over 30 years of experience in accounting, auditing, and financial consulting.
