Investment Registration Certificate Amendment Procedures

Throughout the lifecycle of an FDI project, changing business strategies, expanding scale, injecting additional capital, or changing investors is completely normal to adapt to the market. However, any actual change must be recorded and legalized through documents issued by state authorities. Understanding the legal regulations regarding this legal procedure not only helps businesses operate smoothly but also avoids heavy administrative fines. Let’s delve into the details of the latest regulations in 2026.

1. What is Adjusting the Investment Registration Certificate and When is it Necessary?

1.1. Concept of adjusting the Investment Registration Certificate

Adjusting the Investment Registration Certificate (IRC) is a mandatory administrative procedure carried out by the investor at the competent investment registration authority (such as the Department of Planning and Investment or the Management Board of Industrial Zones). This procedure arises when actual adjustments to an investment project alter the contents recorded on the current IRC. Issuing an updated certificate ensures that state management information always matches the project’s practical operational status.

1.2. Distinguishing between adjusting the investment license and the enterprise license

Many foreign investors often confuse these two types of documents. The Enterprise Registration Certificate (ERC) records information about the corporate legal entity (representative, charter capital, headquarters). Meanwhile, the Investment Registration Certificate (IRC) records information about a specific project. A company can own multiple different investment projects. Therefore, when using investment license adjustment services, specialists will consider whether the change affects the ERC, the IRC, or both, to conduct synchronized procedures.

1.3. The highest legal basis applicable to changing an investment project

Currently, all procedures related to updating and changing investment projects are based on the foundation of the Law on Investment 2020. Details regarding application documents, forms, and implementation sequences are specifically guided in Decree 31/2021/ND-CP and Circular 03/2021/TT-BKHĐT. Constantly updating and correctly applying the latest legal forms is a prerequisite for the investor’s application file to be quickly approved by the state management agency.

1.4. Mandatory deadline for declaring changes

By law, as soon as an economic organization or investor makes an internal decision regarding the adjustment of an investment project (e.g., a Board of Directors’ Resolution on increasing capital or relocating), the investor must promptly prepare a application file to submit to the authorities. Although the law does not set a specific number of days (like enterprise procedures), delaying the declaration when the project has actually changed will lead to significant legal risks during specialized inspections.

1.5. Penalties and risks for forgetting to adjust the IRC

In reality, many projects have arbitrarily changed their scale, built additional factories, or delayed capital contribution schedules for years without executing the procedure to adjust the IRC. According to Decree 122/2021/ND-CP on penalizing administrative violations in the field of planning and investment, failing to perform the adjustment procedure can result in fines ranging from 70,000,000 VND to 100,000,000 VND, along with being forced to take remedial measures. A greater risk is that the project could have its license revoked for serious violations.

2. Cases Requiring Adjustment of the Investment Registration Certificate

2.1. Adjusting the IRC when changing name or address

This is a common change with the simplest procedure. When an investor decides to change the project’s commercial name, or change the personal/organizational information of the investor (changing the parent company’s name, changing the investor’s headquarters address, changing a passport number), adjusting the IRC is mandatory. This update is crucial to ensure clear identification in future economic contracts and import-export documents.

2.2. Regulations when changing objectives, scale, and land use area

Objectives and scale are the soul of a project. When an investor wants to add a new production/business line (e.g., from manufacturing components to assembling finished products), increase/decrease design capacity, or expand/reduce the land use area, the procedure to change the investment project must be executed. Notably, if expanding the land area involves the state allocating additional land, the investor may have to execute the procedure to apply for approval of investment policies before adjusting the IRC.

2.3. Adjusting the IRC when changing the capital structure

Any shift related to finance is strictly managed. Adjusting the IRC is mandatory when there is a change in the project’s total investment capital (increase or decrease), a change in the capital contribution ratio among investors (due to capital transfer), or a change in the structure between contributed capital and mobilized capital (loans). Accompanying this, the investor must clearly explain the new capital contribution schedule and provide documents proving financial capacity corresponding to the increased capital amount.

2.4. Declaring changes in implementation schedule and project operational duration

The investment certificate always sets clear deadlines for completing construction and bringing the project into operation. In case of objective factors (like pandemics or site clearance hurdles) causing project delays, the investor must quickly submit a application file requesting an extension of the project implementation schedule. Besides, when the project’s operational duration is nearing its end (usually 50 years), an investor wishing to continue business must also execute the procedure to request an extension of the operational duration.

2.5. Adjusting the IRC when changing investment incentives

Some projects initially enjoy incentives regarding corporate income tax, import tax, or land rent exemption/reduction because they are located in disadvantaged areas or high-tech sectors. When a project changes its scale or objectives, leading to it no longer meeting the initial incentive conditions, or conversely, being supplemented with new incentives, the state agency will adjust the IRC to accurately record the incentive policies the investor actually enjoys.

3. Detailed Application file and Procedures for Adjusting the IRC

3.1. Documents for adjusting the IRC (case of name change)

For changes that are administrative information updates, the procedure is very quick. If the project is not subject to approval of investment policy adjustments and only involves changing the name of the investment project, the investor’s name, or the investor’s address, the submitted application file only requires: A written request for adjusting the investment project; and relevant legal documents proving the change (such as the parent company’s new Enterprise Registration Certificate, or a copy of a new passport).

3.2. Documents for other complex investment project changes

For material changes (such as changing objectives, scale, land area, investment capital, or schedule), the application file for adjusting the investment project requires much more complex preparation, including:

• Written request for adjusting the investment project.
• Report on the implementation status of the investment project up to the time of submitting the adjustment application file.
• Investor’s decision (Resolution of the BOD/Members’ Council) regarding the adjustment.
• Explanation documents or documents related to the adjustment (such as Audited Financial Statements to prove capital capacity, or a new environmental impact assessment report if increasing scale).

3.3. Steps to submit the application file for adjusting the IRC

The process of executing the procedure to adjust the IRC usually goes through the following steps:

• Online declaration: The investor declares the adjustment information on the National Foreign Investment Information System to obtain a receipt code.
• Submit hard copy application file: Within 15 days from the online declaration date, bring the signed and stamped paper application file to submit directly at the One-Stop Shop of the investment registration authority.
• Wait for appraisal: The state agency will check the validity and may request explanations or additional documents if necessary.

3.4. Authority of state agencies in receiving application documents

Submitting the application file must strictly comply with the initial licensing authority. If the project is outside an industrial zone, the receiving agency is the Department of Planning and Investment of the provinces/cities. If the project is located within the boundaries of an Industrial Zone, Export Processing Zone, or High-Tech Zone, the application file requesting an adjustment to the investment project must be submitted to the Management Board of the Industrial Zones/Economic Zones of that locality. Submitting to the wrong authority will result in the application file being rejected and waste the enterprise’s time.

3.5. Processing time for adjusting the IRC

The Law on Investment clearly stipulates processing times to create a favorable business environment. For cases only changing the investor’s name or address, the processing time is 03 working days from receiving a valid application file. However, for other complex changes (capital, scale, schedule), the appraisal time to adjust the IRC usually takes about 10 – 15 working days. In reality, it may take longer if the project needs to seek opinions from relevant Ministries and Departments.

4. Benefits of Using a Reputable IRC Adjustment Service

4.1. Common difficulties when self-executing investment project changes

Self-preparing a legal application file is often riddled with obstacles for FDI enterprises. The biggest barrier lies in drafting the Report on project implementation status and documents explaining financial and technological capacity. If the document is unconvincing, or lacks logic between capital figures and design scale, the application file will be continuously returned by state agencies requesting amendments, causing a bottleneck in the company’s entire business plan.

4.2. IRC adjustment services save time

Understanding the above difficulties, delegating to a professional IRC adjustment service is the optimal solution. A team of lawyers and consultants will act on behalf of the enterprise from A to Z: from researching laws, drafting forms, and notarized translation of foreign documents, to directly queuing to submit the application file and receiving the results. The company’s leadership absolutely does not have to waste time waiting around at state administrative agencies.

4.3. Investment license adjustment services support drafting difficult explanations

The core value of a reputable investment license adjustment service is the ability to handle “difficult cases.” For example: a project that is years past its construction schedule deadline only now seeking an extension, or an enterprise with accumulated losses that still wants to increase investment capital. With practical experience, legal experts will advise on how to set up a reasonable application file, directly pen sharp explanation letters, and represent the enterprise to defend its viewpoint before the appraising officials.

4.4. Ensuring legality and synchronization for accounting and tax procedures

A change on the Investment Registration Certificate (IRC) often triggers a chain of changes on the Enterprise Registration Certificate (ERC) and tax issues. Using an all-inclusive IRC adjustment service, the enterprise will receive synchronized advice on how to legally record the increased capital cash flow through the direct investment capital account, and advice on business license tax if there is a change in the capital tier, ensuring the enterprise does not face the risk of tax arrears in the future.

4.5. Transparent IRC adjustment service costs

A reputable legal service always prioritizes clarity. All costs related to the IRC adjustment service are consulted and quoted as an all-inclusive package right from the start through a transparent legal contract. Clients are guaranteed that no hidden surcharges will arise throughout the application file processing period. We take pride in bringing absolute peace of mind and the highest success rate for your project.

Promptly updating and adjusting the Investment Registration Certificate is a measure demonstrating the legal compliance of foreign investors in Vietnam. This procedure requires a deep understanding of the Law on Investment and practical working experience with various departments and agencies. To assist businesses in overcoming administrative barriers as smoothly as possible, we provide professional and effective all-inclusive legal services. If you plan to change your project information, do not hesitate to contact us via Hotline (028) 3820-1213 for the fastest strategic advice and application file support.

If you have any questions, please contact our Hotline at (028) 3820 1213 or email us at [email protected] for prompt consultation and support. With an experienced team, Service thanhlap.wacontre.com is always ready to serve customers in the most enthusiastic and efficient manner. (For Japanese customers, please contact Hotline: (050) 5534 5505).