Legal basis:

• Law on Investment No.61/2020/QH14 of 2022020
• Decree No. 31/2021/ND-CP Providing Guidance on the Implementation of the Law on Investment
• Law on Enterprises 2020 and related legal documents

I. Introduction to the Investment Registration Certificate (IRC)

The Investment Registration Certificate (IRC) is an official document issued by a competent Vietnamese state authority, recording the fundamental information of a foreign-invested project. In simple terms, the IRC can be regarded as the “birth certificate” of an investment project, confirming that the State has granted permission for the foreign investor to carry out business activities in Vietnam.

This means that before establishing a company and putting the project into operation, a foreign investor must obtain an IRC. Only after the IRC has been issued can the investor proceed to the next step — applying for an Enterprise Registration Certificate (ERC) to establish the legal entity.

II. When is an IRC required?

Not all cases require the issuance of an IRC. According to the Law on Investment, an IRC is generally required in the following situations:

1. Establishing a new economic organization in Vietnam with foreign investment capital. For example, a Korean investor wishes to establish a wholly foreign-owned company in Vietnam to set up a manufacturing plant.
2. Investing by contributing capital, purchasing shares, or acquiring equity in a conditional business sector. For example, a Singaporean investor wishes to contribute capital to an education company in Vietnam — since education is a conditional business sector, the investor must obtain approval and apply for an IRC.
3. Implementing a new investment project in Vietnam. For example, a Japanese investor intends to develop an eco-tourism resort in Da Nang.

Thus, the IRC is regarded as the “primary license” for all foreign investment activities in Vietnam, especially in sectors that are strictly regulated by law.

III. What documents are required for an IRC application?

To avoid unnecessary delays and costs, investors should prepare a complete application dossier from the outset. In general, the IRC application dossier includes the following documents:

• Written request for implementation of the investment project (using the prescribed form).
• A copy of the identity card/citizen identification/passport (if the investor is an individual).
• A copy of the Enterprise Registration Certificate (ERC) or an equivalent document (if the investor is an organization).
• Investment project proposal: detailing the project’s objectives, scale, investment capital, location, implementation schedule, labor demand, and environmental impact, among other relevant information.
• Investor’s financial capacity report: for example, bank statements or financial statements demonstrating the investor’s financial capability.
• Lease agreement or written memorandum of understanding on the proposed project location.
• Power of attorney authorizing an organization or law firm to submit the application dossier on behalf of the investor (if the investor does not submit it directly).

Note: Many applications are returned due to the absence of documents proving the investor’s financial capacity or because the lease agreement does not comply with the local land-use or zoning plan. Therefore, careful preparation of the application dossier from the outset will help save a significant amount of time.

IV. Procedure for obtaining an Investment Registration Certificate (IRC)

The basic procedure is carried out through the following steps:

1. Step 1 – Determine whether the project requires an investment policy approval

• For large-scale or sensitive projects (for example, those involving land use, affecting national defense or security, or having a total investment capital of VND 5,000 billion or more), the investor must obtain investment policy approval from the National Assembly, the Prime Minister, or the Provincial People’s Committee.
• For most small and medium-sized projects, investors are only required to submit the application dossier directly to the Department of Planning and Investment (or to the Management Board of the Industrial Zone if the project is located within an industrial zone).

2. Step 2 – Prepare and submit the application dossier for the issuance of the IRC

• The application dossier shall be submitted to the competent authority (usually the Department of Planning and Investment).
• It is advisable for investors to submit the dossier through a consulting firm to ensure that all documents are properly prepared and presented, thereby minimizing the risk of errors or omissions.

3. Step 3 – Appraisal of the application dossier by the competent state authority

• The receiving authority will examine the validity and completeness of the application dossier.
• During this process, the investor may be requested to provide additional documents or make necessary amendments to the submitted materials.

4. Step 4 – Issuance of the IRC

• The processing time for the application is typically from 15 to 20 working days.
• Once the IRC is issued, the investor’s project is officially recognized in Vietnam.

V. Practical notes for foreign investors

• Prepare notarized translations of documents: Prepare notarized translations of documents: All documents in foreign languages (such as ERC, passports, financial statements, etc.) must be translated into Vietnamese and duly notarized.
• Investment location issue: Many investors sign lease agreements before applying for the IRC, only to discover during the submission process that the selected location does not comply with the local zoning or land-use plan. Therefore, it is advisable to verify the suitability of the location in advance with the competent authorities or seek confirmation from a legal consulting firm.
• Investment capital: Vietnamese law does not prescribe a uniform minimum capital requirement for all projects; however, investors must demonstrate sufficient financial capacity to implement the project. Certain specific sectors—such as education, real estate, and finance–banking—are subject to their own minimum capital requirements under specialized regulations.
• Implementation timeline: In practice, if the application dossier is not properly prepared, the process may take several months. Conversely, with thorough preparation and professional legal assistance, many projects can complete the procedure within just 3 to 4 weeks.
• After obtaining the IRC: The investor must proceed with the application for an Enterprise Registration Certificate (ERC) to establish the company. Only after the ERC has been issued may the investor commence project implementation, enter into contracts, and recruit employees.

VI. Conclusion

It can be seen that obtaining an IRC is a mandatory and crucial first step for foreign investors wishing to implement a project in Vietnam. If the investment process is compared to building a house, the IRC serves as the “construction permit” — without it, the investor cannot begin building.

Although the legal process involves multiple administrative procedures, with a well-prepared application dossier, an appropriate project location, and the support of an experienced legal consulting firm, investors can complete the process efficiently, save time, and commence business operations in Vietnam sooner.

VII. About Us, Hankuk Law Firm

■ Hankuk Law Firm – Introduction

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For reliable and effective legal advice, please contact HANKUK LAW FIRM now. We are committed to providing you with the best possible answers and our team of experienced lawyers has extensive knowledge in many legal fields. We are always here to provide the most competent and dedicated support, whether you are dealing with contractual issues, commercial disputes or need guidance on foreign investment. HANKUK LAW FIRM is honored to have assisted hundreds of domestic and international clients in skillfully resolving complex legal issues as their trusted legal partner. Do not let legal issues hinder your success. Let us accompany you towards legal achievement and comfort. For prompt guidance and support to ensure your rights are always maintained at the highest standards, contact HANKUK LAW FIRM now.

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