Procedures for amending Investment Certificates under the 2025 Investment Law

The procedure for amending the Investment Certificate is something any investor must do immediately when the project changes from the content of the original license, whether it's an increase in capital, a change of location, or an adjustment of operational objectives. From March 1, 2026, when the 2025 Investment Law officially comes into effect along with Decree 96/2026/ND-CP guiding its implementation, this process has undergone some notable changes compared to the previous period, both in terms of the receiving agency and the processing time. The following content summarizes the cases requiring amendment, the necessary documents, the implementation process, and practical notes that the MAN – Master Accountant Network team often encounters when accompanying businesses in the process of updating investment project information.

What is an amendment to an Investment Certificate?

Adjusting the Investment Certificate is a mandatory administrative procedure carried out at the investment registration authority to update the contents that have changed compared to the original, such as the project name, investor, capital, location, or implementation progress. Essentially, this is not a "re-application process" but rather a legal confirmation of a change that has occurred, is occurring, or is about to occur in the actual operation of the project. Many businesses, especially foreign-invested companies, often underestimate this step, thinking that changes in internal records are sufficient. In reality, if the Investment Registration Certificate (IRC) does not accurately reflect the project's status, all related transactions such as loans, transfers, or applications for investment incentives may be stalled later. This is also a completely different procedure from... Requesting an Investment Certificate This is the first time for a completely new project, even though both are processed by the same investment registration agency.

Distinguishing between investment project adjustments and IRC adjustments.

Adjusting an investment project is a broader concept, encompassing all changes during project implementation, including internal changes that do not require updating legal documents. Adjusting the Investment Regulatory Certificate (IRC) only arises when the change affects the main contents already recorded on the Certificate, such as objectives, scale, investment capital, or operating period. In other words, not every project adjustment entails the obligation to adjust the IRC, but conversely, for an IRC adjustment to be valid, it must stem from a clearly justified project adjustment.

Distinguish between IRC adjustments and investment policy adjustments and ERC adjustments.

This is the most confusing point in consulting practice. Adjusting the investment policy applies to projects that require initial approval from a competent state agency, and only arises when changes affect previously approved content, usually preceding the adjustment of the Investment Policy Review (IRC). Meanwhile, the Enterprise Registration Certificate (ERC) reflects information about the legal status of the enterprise, such as company name, legal representative, and charter capital, and is adjusted at the business registration authority, not the investment registration authority. A project may only need an IRC adjustment, only an ERC adjustment, or both depending on the nature of the changes. Therefore, correctly identifying the type of document to be adjusted from the outset will help businesses avoid wasting time submitting incorrect documents.

Cases requiring amendment of the Investment Certificate.

Not all changes to project operations require adjustments to the IRC, but most changes that are "substantive" to the project fall under this category. Accurately and promptly identifying cases requiring adjustments will help businesses proactively prepare documentation instead of being reactive when regulatory authorities request explanations.

Quick summary of IRC adjustment cases

For easier understanding, please refer to the summary table below regarding common change categories and the corresponding required adjustment levels.

The table above is only a quick summary, as each specific project still needs to be reviewed individually to accurately determine which content has changed from the original version.

Change project name, investor information

Changing a project name or updating investor information, such as the name, address, or legal representative of an institutional investor, may seem simple, but it is actually one of the most frequently occurring changes in practice, especially after administrative mergers or when investors change their commercial names. This type of change is also often considered to be processed quickly because it does not alter the fundamental nature of the project's operations.

Changes to the project location and land area used.

When a project relocates to a different site or changes the land area used, investors are required to adjust their Investment Regulatory Authority (IRC) because this directly affects the determination of the governing authority and the applicable specialized conditions for the new location. In practice, many businesses encounter difficulties at this stage because the new location does not meet the planning requirements or lacks legal basis for land use rights, leading to repeated requests for additional documents.

Changes to project objectives and scope.

Project objectives and business lines are two different but closely related concepts. When adding or changing business objectives, investors need to check whether the new business line falls under the category of conditional business lines for foreign investors, as this may necessitate the requirement for additional specialized licenses before approval of the adjustment. Expanding production scale and increasing capacity also fall under this category and usually require documentation demonstrating the project's capacity to meet the requirements.

Changes in investment capital and capital contribution schedule.

This group of changes is quite common and also the most confusing, as many businesses do not clearly distinguish between the project's investment capital and the company's charter capital. When increasing or decreasing investment capital, the adjustment documents must include evidence of financial capacity or a corresponding capital raising plan, while when only adjusting the capital contribution schedule, a clear explanation of the delay compared to the initial commitment is required.

Changes to the project implementation schedule and timeline.

The project implementation schedule is a legally committed obligation and cannot be arbitrarily extended without going through the adjustment procedure. Extensions of the project's operating period are not automatically approved; the investment registration authority will consider several factors such as the remaining land lease term, the actual implementation status, and the reasons for the delay stated in the application.

Project transfer, change of investor

When a new investor enters the project through the acquisition of a portion or the entire project, the revised documentation needs to clarify the nature of the transaction—whether it's a capital transfer, a project transfer, or a business restructuring—as each form entails different documentation requirements regarding the new investor's legal capacity and standing.

In which cases must the investment policy be adjusted before adjusting the IRC?

In some cases, changes to the Investment Policy Review (IRC) cannot be made directly and require prior approval of the investment policy adjustment. This is commonly encountered when changing objectives that require initial policy approval, changing the location or land area beyond the approved scope, extending the project timeline beyond the permitted limit, or changing the investor for projects that require initial policy approval. In practice, this is the step that many businesses most easily overlook, leading to the submission of IRC adjustment documents directly and their rejection by the management agency due to a lack of legal basis. Therefore, before preparing IRC adjustment documents, businesses should review the initial investment policy approval decision to determine whether this change falls within the scope requiring re-approval.

Application for amendment of Investment Registration Certificate (IRC)

After correctly identifying the case and the order of procedures to be followed, the next step is to prepare the adjustment documents, which is also the most time-consuming step if the business is not familiar with the document requirements.

Basic document components

Regardless of the nature of the amendment, the application submitted to the investment registration authority must typically include the following documents:

• The request for adjustment of the investment project must follow the prescribed form.
• Report on the progress of the investment project up to the time of requesting the adjustment.
• Decision by the investor or competent authority within the organization regarding project adjustments.
• A copy of the previously issued Investment Registration Certificate.
• The proposed investment project amendment should clearly state the changes and the reasons for them.

Supplementary documents for each revised item.

In addition to the basic documents, depending on the specific content, businesses may need to prepare additional corresponding documents, which are summarized in the following table for easy reference.

Preparing all the necessary supporting documents correctly and completely from the first submission is crucial for timely processing of your application, rather than requiring multiple submissions that prolong the process beyond expectations.

Sample document for requesting adjustments to an investment project.

According to current guidelines, the template for requesting adjustments to investment projects is issued under Circular 25/2023/TT-BKHĐT, and is usually designated with corresponding codes for each type of adjustment procedure. Since the 2025 Investment Law and Decree 96/2026/NĐ-CP have only recently come into effect, businesses should check the latest template codes at the time of submission or have a consultant review them before signing to avoid using outdated templates.

Number of application sets according to approval authority

The number of sets of documents to be submitted depends on the competent authority, as documents requiring input from multiple relevant agencies will need more copies to be sent out simultaneously for feedback, thus avoiding delays in processing time.

The exact figures may vary depending on local regulations at the time of submission, so businesses should still confirm with the receiving agency before printing and submitting the official documents.

Fees for amending the Investment Certificate

Most localities currently do not charge fees for the procedure of adjusting the Investment Registration Certificate, as this is considered a free public administrative procedure according to current regulations. However, if the project involves additional related procedures such as seeking expert opinions, technology assessment, or investment policy approval, the enterprise may have to bear additional assessment costs according to the specific regulations of each field. This additional cost is different from the consulting service fee if the enterprise hires an external unit to assist in preparing documents and working with state agencies.

The competent authority to amend the Investment Certificate.

The administrative restructuring in the period from 2025 to 2026 has led to significant changes in the competent authority for issuing and adjusting IRCs, a point of confusion for many businesses if they only refer to old documents. Identifying the correct place to submit the application from the start will save businesses considerable time compared to submitting to the wrong agency and then having to transfer the application.

Department of Finance

The investment management function, previously handled by the Department of Planning and Investment, has now been merged into the provincial Department of Finance. The Department of Finance is the agency responsible for receiving and processing applications for adjustment of Investment Regulatory Commissions (IRCs) for projects located outside industrial parks, export processing zones, high-tech zones, and economic zones.

Management Board of industrial parks, export processing zones, high-tech zones, and economic zones.

For investment projects located within the management scope of industrial parks, export processing zones, high-tech zones, or economic zones that have established management boards, the authority to adjust the Investment Regulatory Commission (IRC) rests with the management board of that area, rather than the Department of Finance.

Projects located in multiple provinces and cities, or both inside and outside industrial zones.

For projects implemented across two or more provincial-level administrative units, or simultaneously both inside and outside industrial zones, the authority to make adjustments rests with the investment registration agency where the investor has or plans to establish its project management office. This regulation aims to avoid a situation where a single project has to work in parallel with multiple different management agencies.

For quick reference, the table below summarizes the competent authorities corresponding to each project group.

After identifying the correct receiving agency, businesses can proceed to prepare and submit their applications according to the specific procedure outlined below.

Procedures for amending Investment Certificates

The procedure for amending an IRC typically involves three main steps, which are relatively similar across localities, although the specific receiving agency may differ, as described above.

Step 1: Prepare the documents

Businesses need to draft complete documents accurately reflecting the content requiring adjustment, while also reviewing internal decisions, financial documents, and related legal papers to ensure consistency across all documents. During client support, the MAN – Master Accountant Network team has observed that the majority of initial rejections are not due to missing documents, but rather to discrepancies in information between documents. For example, the capital amount recorded in an internal decision differs from the figures in the attached financial report. This is also why many businesses in Ho Chi Minh City choose to use our services. Investment Certificate amendment services in Ho Chi Minh City To have your application reviewed before submitting it officially.

Step 2: Submit your application

Investors can submit applications directly to the competent investment registration authority or online through the National Investment Information System at fdi.gov.vn. However, it should be noted that the online method currently mainly supports declaration, submission, and tracking of applications; investors often still have to submit additional paper copies for the receiving agency to verify and complete the procedure, so this cannot be considered a complete replacement for direct submission.

Step 3: Review and receive results

The investment registration authority will assess the validity of the application within the prescribed timeframe. If the application is valid, the enterprise will be issued an amended investment registration certificate; if it does not meet the requirements, the receiving authority will issue a document specifying the necessary additional information, and the time for supplementing the application is usually not included in the official processing time.

Processing time for applications to amend Investment Certificates.

One of the changes that many businesses are most interested in when the 2025 Investment Law comes into effect is the significantly shortened processing time for IRC amendment applications compared to before.

The case will be processed within 3 business days.

For simple cases such as changing the project name, changing investor information, or updating the location due to administrative boundary adjustments, the investment registration authority is responsible for adjusting the Certificate within 3 working days from the date of receiving the request and related documents.

The case will be processed within 7 working days.

For other standard adjustment cases that do not require adjustment of investment policy, the processing time is 7 working days from the date of receipt of a valid application. Compared to previous timelines, this is a significant improvement in the speed of processing administrative procedures in the investment sector.

To clearly see the extent of the changes, a quick comparison between the old and current regulations can be made using the following table.

This comparison table only reflects the changes in principle; businesses should still refer to the original documents or consult with relevant experts to apply them accurately to each specific case, as the actual deadline may be extended if the case requires additional information or inter-agency consultation.

Adjustment of Investment Certificate due to provincial merger or changes in administrative boundaries.

This situation is becoming quite common nowadays, as many provinces and cities have merged administrative units, resulting in the project address and investor's headquarters address recorded on the IRC no longer matching the new administrative location. Since this change stems from an administrative decision of the state, not from the investor's subjective will, this case is usually processed quickly within 3 working days as mentioned above, and in many cases, it is not mandatory to repeat the investment approval procedure. However, businesses should not assume that this can be delayed indefinitely, because if left for too long, the information on the IRC will no longer accurately reflect reality and may cause difficulties in other transactions such as obtaining bank loans, registering changes with tax authorities, or working with foreign partners.

Will I be penalized for not amending my Investment Certificate?

Many investors are hesitant to amend their IRCs because they believe it's just an administrative procedure that won't significantly affect their business operations, but in reality, this behavior can be subject to penalties.

Fines for organizations and individuals

The law on administrative penalties in the field of planning and investment stipulates that the act of failing to carry out the procedure for adjusting the Investment Registration Certificate when the project adjustment changes the recorded content may be fined from VND 70,000,000 to VND 100,000,000 for organizations. For the same violation, the fine applied to individuals is half the fine applied to organizations. The specific fine in each case depends on the nature and severity of the violation and may be adjusted according to subsequent amendments and supplements, so businesses should consult a consulting unit or competent authority to determine the exact applicable fine for each case.

Remedial measures

Besides fines, businesses are also required to amend their Investment Registration Certificates to reflect the actual situation. In other words, paying the fine does not replace the obligation to amend; businesses still have to complete this procedure after being penalized for violations. Therefore, in the long run, proactively amending the certificate on time remains a more cost-effective and time-saving option.

Do investment certificates issued before March 1, 2026 need to be amended?

In principle, Investment Registration Certificates issued before the effective date of the 2025 Investment Law remain legally valid and do not automatically need to be reissued or converted to a new form. Businesses only need to carry out adjustment procedures when there are actual changes compared to the issued content, such as when the project address changes due to provincial mergers, or when there is a need to adjust capital or objectives, as in the cases analyzed above. However, for projects that have not been updated for a long time, this is also a suitable time for businesses to review all legal documents of the project, comparing them with the actual operational situation to avoid accumulating many unrecorded changes at once, which often makes subsequent adjustment procedures more complicated and time-consuming.

Some points to note when carrying out the procedure for amending the Investment Certificate.

In addition to understanding the process and required documents, businesses also need to be aware of certain conditions and subsequent steps after completing the procedures to avoid unnecessary complications.

Conditions for approval of amended applications

An amended application will only be approved by the investment registration authority if it simultaneously meets the following conditions:

• The changes do not fall under any prohibited investment or business sectors.
• Meet the market access requirements applicable to foreign investors, if the project involves foreign elements.
• The existing investment registration certificate remains valid and there are no other legal obligations related to the project currently in violation.
• The revised content must not be used as a way to legitimize a previous violation, for example, implementing an item outside the scope of the permit and then requesting a revision to legitimize it.

In reality, the last condition is the one that many businesses overlook the most, because in many cases, they have already implemented the necessary procedures before proceeding with the application, leading to the application being judged as dishonest and prolonging the review process beyond the normal time.

Procedures to follow after receiving an amended IRC.

After receiving the amended Investment Registration Certificate, businesses often need to carry out additional procedures to ensure consistency between documents, such as updating the Business Registration Certificate if there are changes in charter capital or contributing members, fulfilling periodic investment reporting obligations according to the new content, or requesting additional documents. business license Conditions apply if the new business objective falls within a conditional sector. For projects involving new foreign investors or experts, businesses should also note that procedures must be completed concurrently. Applying for a work permit for a foreigner and apply for a temporary residence card This is important for this personnel, as these documents are often overlooked despite being directly related to adjusting project management personnel. In practice, MAN – Master Accountant Network often recommends that clients review all accounting, tax, and insurance records immediately after adjusting the IRC, because changes in capital or business lines can easily lead to corresponding adjustments in these areas that businesses often don't anticipate.

Conclude

The procedure for amending the Investment Certificate is not just a formal legal requirement, but also a tool to help businesses protect their rights throughout the project implementation process, from capital mobilization and transfer to applying for investment incentives later on. With the changes from the 2025 Investment Law and Decree 96/2026/ND-CP, businesses need to pay special attention to the new competent authority, the Department of Finance, the shortened processing time to 3 or 7 working days depending on the case, as well as the obligation to update project information when administrative boundaries are merged. Proactively reviewing and amending on time, instead of waiting until problems arise, is always a safer and more cost-effective approach for businesses in the long run. If you need assistance reviewing documents or working directly with the investment registration authority, businesses can refer to additional resources. Investment Certificate amendment service of MAN – Master Accountant Network to shorten processing time and reduce the risk of applications being returned.

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Responsible for production and professional content review by: Mr. Le Hoang Tuyen – Founder & CEO of MAN – Master Accountant Network, CPA Vietnam with over 30 years of experience in accounting, auditing, taxation, and corporate financial consulting.

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Frequently Asked Questions about the procedure for amending the Investment Certificate