Amendment of Investment Registration Certificate (IRC)

With the current "open-door" integration policies, Vietnam is increasingly attracting international investors. However, the procedures for incorporating a 100% foreign-owned company remain complex, involving multiple state regulatory bodies. Investors must execute the amendment of the Investment Registration Certificate (IRC) whenever adjustments to the project alter its certified details. Specifically, an IRC amendment is mandatory upon modifying any of the following parameters:

• ✔ Change of the investment project name or the corporate identity details of the investor.
• ✔ Change of the investment project location or total registered land area usage.
• ✔ Modification of investment objectives or adding restricted/conditional business lines.
• ✔ Adjustment of the total investment capital or the statutory capital contribution schedule of members.
• ✔ Extension of the project operation duration or modification of the project implementation timeline.
• ✔ Changes in structural investment incentives or specific criteria applied to the active project.

Criteria for Establishing a 100% Foreign-Owned Company in Vietnam

Required Documents for Investment Registration Certificate Issuance

Foreign investors initiating an investment project in Vietnam must execute procedures for an Investment Registration Certificate (IRC). The foundational documentation includes:

• Written proposal/application to execute the investment project using current statutory templates.
• For individual investors: Valid certified copy of identity card, citizen card, or international passport.
• For corporate entities: Certified copy of the Certificate of Incorporation or equivalent documentation verifying corporate legal status (properly consularized and translated).
• Investment Project Proposal including: Project operators, target objectives, investment scale, total capital structure, fund mobilization plan, location, operational duration, labor demands, requested investment incentives, and socio-economic impact assessment.
• Audited financial statements of the investor covering the 2 most recent consecutive years.
• Corporate financial backing commitment issued by the parent company.
• Financial support commitment letter issued by an eligible banking or financial institution.
• Bank guarantees or official documentation demonstrating the current financial liquidity of the investor.
• Property/Site Documentation: Detailed land demand proposal. In cases where the state does not allocate or lease land, a certified lease agreement or proof of legal right to use the site is mandatory.
• BCC contract for projects executed under the framework of a Business Cooperation Contract.

8-Step Incorporation Process for Foreign-Invested Enterprises