To implement an investment project in Vietnam, foreign investors (“FIs”) must fully understand the applicable regulations on conditions, documentation, and procedures as outlined below.
1. Who is a Foreign Investor?
Pursuant to Clause 19, Article 3 of the Law on Investment 2020, a foreign investor includes:
- Individual: A person holding foreign nationality.
-Organization: An organization established under foreign laws conducting investment and business activities in Vietnam.
2. Cases Required to Apply for an Investment Registration Certificate (IRC)
According to Article 37 of the Law on Investment 2020, the issuance of an Investment Registration Certificate (“IRC”) is regulated as follows:
Cases required to apply:
- Investment projects implemented by foreign investors.
- Investment projects of economic organizations in which foreign investors hold more than 50% of charter capital (as stipulated in Clause 1, Article 23).
Cases not required to apply (unless requested):
- Domestic investors.
- Investments in the form of capital contribution, share acquisition, or acquisition of capital contribution portions.
3. Conditions for Issuance of the IRC
Investment projects not subject to investment policy approval shall be granted an IRC if they satisfy the five (05) criteria prescribed in Article 38 of the Law on Investment 2020:
- The project does not fall under prohibited business lines.
- The project has a lawful implementation location.
- The project is consistent with relevant planning schemes.
- The project meets requirements on investment capital per area and labor usage (if applicable).
- The project satisfies market access conditions applicable to foreign investors.
Note: Foreign investors should carefully review Vietnam’s WTO Commitments Schedule and relevant Free Trade Agreements (such as CPTPP and EVFTA) to determine the maximum permitted foreign ownership ratio in each business sector.
4. Dossier for IRC Application
The investor shall prepare one (01) set of application documents, including:
- Written request for implementation of the investment project (in accordance with the form provided under Circular No. 25/2023/TT-BKHĐT).
- Legal status documents (subject to consular legalization):
+ Copy of passport (for individual investors); or
+ Certificate of incorporation/establishment (for institutional investors).
- Investment project proposal, including objectives, capital scale, location, implementation schedule, and land/labor demand.
- Financial capacity documents: audited financial statements for the last two (02) years, bank balance confirmation, or financial support commitment.
- Documents on project location: copies of land use right certificates or lease agreements.
- Technology explanation report: applicable to projects using technologies subject to restricted transfer.
Note: All documents issued overseas must be consularly legalized, translated into Vietnamese, and notarized.
5. Procedures and Processing Time
Pursuant to Articles 35 and 36 of Decree No. 31/2021/NĐ-CP, the process is divided into two cases:
Implementation steps:
- Step 1: Declare project information online via the National Investment Information System.
- Step 2: Submit the hard-copy dossier to the Investment Registration Authority.
- Step 3: The authority reviews the dossier and issues the IRC.
6. Authority for Issuance of the IRC
Pursuant to Article 34 of Decree No. 31/2021/NĐ-CP:
- Management Boards (Industrial Zones, Export Processing Zones, High-Tech Zones, Economic Zones): competent to issue IRCs for projects located within their managed areas.
- Department of Planning and Investment (DPI): competent for projects located outside the above zones, projects implemented in two or more provinces, or projects spanning both inside and outside industrial zones.
7. Main Contents of the IRC
Upon issuance, the Investment Registration Certificate includes the following information:
- Investment project code.
- Investor information, project name, location, and land area.
- Project objectives, scale, and total investment capital (including contributed capital and mobilized capital).
- Project operation duration and implementation schedule.
- Investment incentives, supports, and applicable conditions (if any).
