1. Subjects Required to Apply for an Investment Registration Certificate
- Mandatory subjects: The application for an Investment Registration Certificate (IRC) is a mandatory procedure for projects of foreign investors and projects of economic organizations with foreign-invested capital holding more than 50% of the charter capital (or where the majority of general partners are foreign individuals).
Legal basis: Article 26.1 of the Law on Investment No. 143/2025/QH15
- Non-mandatory but issuable upon request: For domestic investors or economic organizations with foreign-owned capital of 50% or less, the law does not require an IRC. However, if the enterprise so desires, it may still carry out the application procedure.
Legal basis: Article 26.2 and 26.4 of the Law on Investment No. 143/2025/QH15
2. Dossier Preparation
To carry out the procedure, the investor must prepare 01 (one) dossier containing the following core legal documents:
- Written request for project implementation: This document must be accompanied by commitments to bear all costs and risks if the project is rejected, and to comply with regulations on construction, environment, and fire safety.
Legal basis: Section I, Process 1 issued under the Decision promulgating administrative procedures in the Appendix to the guiding document
- Investment project proposal: Clearly stating basic information about the investor, objectives, scale, capital and capital mobilization plan, location, term, and progress. The proposal must also include a section on environmental impact identification and forecasting in lieu of a preliminary environmental impact assessment. (If construction law requires a pre-feasibility study report, this report may be submitted in place of the project proposal).
Legal basis: Article 28.2 of the Law on Investment No. 143/2025/QH15
- Documents evidencing legal status and financial capacity:
Valid copies of documents proving the investor's legal status; financial statements for the last 02 (two) years, or a financial support commitment from the parent company/financial institution, or a guarantee of financial capacity.
Legal basis: Section I, Process 1 issued under the Decision promulgating administrative procedures in the Appendix to the guiding document
- Copies of land use rights documents: If the project does not require the State to allocate land, lease land, or permit change of land use purpose, the investor must submit documents establishing the right to use the project site (e.g., factory lease agreement). *(Legal basis: Section I, Process 1 issued under the Decision promulgating administrative procedures in the Appendix to the guiding document)
3. Procedural Sequence
- Step 1 – Submission and Receipt: Organizations and individuals submit the dossier directly to the one-stop-shop of the competent investment registration authority (Department of Finance or Management Board of Industrial Parks, Export Processing Zones, or High-Tech Zones) or via the National Public Service Portal.
Legal basis: Article 6 of Decree 96/2026/ND-CP and Section III, Process 1 issued under the Decision promulgating administrative procedures
- Step 2 – Assignment, Review and Appraisal: The investment registration authority assigns a case officer to handle the application, appraise the validity of documents, verify the project's compliance with planning and market access conditions, and prepare a report and draft decision.
Legal basis: Section III, Process 1 issued under the Decision promulgating administrative procedures
- Step 3 – Approval and Issuance: The head of the Management Board or the competent Department reviews and signs the Investment Registration Certificate. The one-stop-shop issues the result to the investor according to the appointment slip (generally within 07 (seven) working days from receipt of a complete and valid dossier for special investment procedures).
Legal basis: Article 27.1 of the Law on Investment No. 143/2025/QH15
4. Important Notes for Enterprises
- Mandatory performance security deposit: For projects requesting State allocation of land, land lease, or permission for change of land use purpose, the investor must make a performance deposit or provide a bank guarantee (except in cases of winning land use right auctions or project bidding).
Legal basis: Article 30.1 of the Law on Investment No. 143/2025/QH15
- Strict language requirements for dossiers: All dossiers submitted to state authorities must be prepared in Vietnamese. Any document in a foreign language must be translated into Vietnamese. The investor bears full legal responsibility for any discrepancies between the original and the translation.
Legal basis: Article 5 of Decree 96/2026/ND-CP
- Risk of revocation for use of forged documents: If it is discovered that the investor has used forged documents during the application process, the state authority will immediately suspend processing or issue a decision to revoke the issued Investment Registration Certificate and restore the original legal status. The investor shall be liable for all damages arising therefrom.
Legal basis: Article 7 of Decree 96/2026/ND-CP
