With the Investment Law 2025 officially coming into effect on March 1, 2026, foreign-invested enterprises need to pay special attention to regulations on project registration and amendment. Understanding the penalties for violations of Investment Registration Certificates not only helps businesses avoid financial risks but also ensures the sustainability of their projects in Vietnam. This article will provide the most detailed overview of the penalty frameworks and important legal considerations that investors need to know.
Overview of the IRC Investment Registration Certificate
An Investment Registration Certificate (often abbreviated as IRC) serves as a legal document recording the investor's registration information regarding a specific investment project.
Based on Clause 11, Article 3 Investment Law 2025, Decree No. 143/2025/QH15 is the highest legal basis for investors to carry out business activities and fulfill their obligations to the state. Many new investors often confuse the Investment Registration Certificate (IRC) with the Enterprise Registration Certificate (ERC), which can lead to incorrect procedures and the risk of penalties for delays in the registration process.
Below is a comparison table of the core characteristics to help investors easily distinguish between these two types of documents:
| Characteristic | Investment Registration Certificate (IRC) | Enterprise Registration Certificate (ERC) |
|---|---|---|
| Recorded subjects | Information about the specific investment project. | Information about the legal entity (business) |
| Main purpose | Allow the implementation of the investment project. | Allow businesses to operate legally. |
| Main content | Location, objectives, scale, capital, schedule | Company name, tax identification number, representative |
| Issuing authority | Department of Planning and Investment or Industrial Park Management Board | Business Registration Office |
Please note that, according to standard procedure, foreign investors need to complete the IRC issuance before proceeding with business establishment (ERC issuance). For complex projects, investors may refer to other relevant resources. IRC Investment Registration Certificate service Professional services from reputable agencies like MAN – Master Accountant Network ensure accurate documentation from the outset, minimizing the risk of penalties for violations of the Investment Registration Certificate.
Subjects required and not required to obtain an IRC.
Determining whether your project requires an Investment Registration Certificate (IRC) is the first step in avoiding violations related to unauthorized investment, an act that carries severe penalties for the revocation of the Investment Registration Certificate.
According to Article 26 of the 2025 Investment Law, the following cases are required to go through the procedure of issuing an IRC:
- Foreign investment projects are open to all types of investment, regardless of capital size or sector.
- Investment projects by economic organizations with foreign investment capital fall under the cases specified in Clause 1, Article 20 of the Investment Law.
Conversely, the following cases will not require the issuance of an IRC:
- Investment projects by domestic investors.
- Investment activities in the form of capital contribution, purchase of shares or equity stakes in economic organizations.
- Projects of economic organizations with foreign capital that do not fall under the provisions of Clause 1, Article 20.
However, even if the project is not mandatory but the investor wants an official document to work with partners, they still have the right to voluntarily carry out this procedure as stipulated in Clause 4, Article 26 of the Investment Law in order to proactively control the process and avoid problems related to penalties for the Investment Registration Certificate later on.
Penalties for violations related to Investment Registration Certificates
When violations occur, the authorities will base their decision on Decree 122/2021/ND-CP to issue a penalty decision regarding the Investment Registration Certificate. Investors should pay particular attention to the principles for determining the amount of the fine that varies among different entities.
The fines stipulated in this Decree are the fines applicable to organizations. For the same violation, the fine for an individual is half the fine for an organization.
Common violations and penalty frameworks
Violations related to the legality and maintenance of project registration content often result in very high penalties for the issuance of Investment Registration Certificates.
Below is a summary of the fines applicable to organizations according to Article 17 of Decree 122/2021/ND-CP:
| Violation | Fine amount (Organization) | Remedial measures |
|---|---|---|
| Implementing the project without obtaining IRC approval. | 100,000,000 – 200,000,000 VND | Mandatory IRC issuance procedure |
| Do not modify the IRC when changing project content. | 70,000,000 – 100,000,000 VND | Mandatory adjustment procedures |
| Conducting business activities that are not in accordance with the content stated in the IRC. | 70,000,000 – 100,000,000 VND | Compliance with IRC content is mandatory. |
| Creating a fraudulent profile to obtain an IRC. | 10,000,000 – 20,000,000 VND | Cancel the certificate issuance result. |
Note that the revocation of the Investment Registration Certificate not only causes financial losses but also affects the business's reputation score on the National Investment Information System.
Penalties for reporting obligations and project deadlines.
Many businesses, despite having obtained licenses, neglect their post-licensing reporting obligations, leading to accumulated penalties for violations of investment registration certificates.
Common administrative violations related to reporting requirements include:
- Failure to submit quarterly and annual investment monitoring reports is punishable by a fine ranging from 20,000,000 to 30,000,000 VND.
- Failure to report within the prescribed timeframe or to provide complete information as required will also result in the application of the same penalty framework for the Investment Registration Certificate.
- For projects whose operating period has expired but have not undergone the necessary termination procedures, the fine can range from 20,000,000 to 30,000,000 VND.
Remedial measures after being penalized.
Paying the fine is only the first step in resolving the administrative violation. Investors also face remedial measures to bring the project back to a legal status as stipulated in the 2025 Investment Law in order to avoid further penalties for the revocation of the Investment Registration Certificate.
These measures are usually directly recorded in the decision to penalize the Investment Registration Certificate:
- The procedure for issuing or amending an IRC must be completed within the specified timeframe (usually 30 days).
- The offender is required to return any illegal profits obtained from the violations committed during the investment process.
- Project activities must be terminated if the violation constitutes a high-risk or irreparable violation regarding location or objectives.
If a business deliberately fails to take corrective measures after being penalized with a Certificate of Investment Registration, the investment registration authority has the right to revoke the Certificate and permanently terminate the project in accordance with Article 36 of the Investment Law.
Important considerations to avoid legal risks for investors.
To ensure the project runs smoothly and avoid penalties for the Investment Registration Certificate, businesses need to remember the following three key points:
- Firstly, strictly adhere to reporting obligations through the National Investment Information System. All data on implemented capital, labor, and budget contributions must be accurately updated quarterly to avoid penalties for incomplete information on the Investment Registration Certificate.
- Secondly, pay special attention to the 24-month timeframe. According to point b, clause 2, Article 36 of the 2025 Investment Law, if a project is delayed by more than 24 months without an extension being approved, the project will be terminated and face penalties related to the Investment Registration Certificate.
- Thirdly, proactively adjust the Investment Registration Certificate (IRC) as soon as there are changes in objectives, scale, or investors. Delays in adjustment are a leading cause of penalties for violations of the Investment Registration Certificate, with fines up to VND 100 million.
Throughout this process, the support of a locally knowledgeable consulting network like MAN – Master Accountant Network will help businesses better manage risks through regular compliance review services, mitigating any scenarios that could lead to penalties for the Investment Registration Certificate.
Answers to frequently asked questions regarding penalties for Investment Certificates.
Below are some frequently asked questions regarding the handling of Investment Registration Certificates and the enforcement of investment regulations in 2026:
Can a project that is not eligible for IRC approval be penalized for reporting issues?
How can I avoid having my IRC revoked due to delays?
What is the statute of limitations for imposing penalties on an Investment Registration Certificate?
Conclude
Understanding the regulations on penalties for violations of Investment Registration Certificates under the 2025 Investment Law is crucial for the sustainable development of any project. In reality, most decisions to penalize Investment Registration Certificates do not stem from subjective intentions but rather from delays in updating progress or omissions in periodic reporting obligations.
To optimize investment activities in Vietnam in 2026, businesses need to establish a rigorous internal legal control process, ensuring that all changes in scale, capital, or progress are promptly reflected in the Investment Registration Certificate (IRC) to eliminate the risk of penalties for the Investment Registration Certificate. If you encounter any difficulties during the process, please contact us. investment consulting Contact MAN – Master Accountant Network for the most comprehensive support. Hopefully, the above information has helped investors gain a complete understanding to protect their capital and avoid unnecessary penalties related to Investment Registration Certificates.
Contact information for Man – Master Accountant Network
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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...
Source:
- Law on Investment 2025, No. 143/2025/QH15.
- Decree 122/2021/ND-CP on administrative sanctions for violations in the field of planning and investment.
- Decree 19/2025/ND-CP provides guidance on the implementation of several articles of the Investment Law.
