Your Easy Guide to Investment Registration Certificate (IRC) in Vietnam

To establish a 100% foreign-owned company in Vietnam you must first have an Investment Registration Certificate (IRC). This is the guide.

With Vietnam’s fast-growing economy and its integration into the global supply chain, foreign investors are progressively investing in this alluring country to pursue more profits. The multiplying investments also mean the increasing number of company incorporation in Vietnam, especially over the past decade. In Vietnam, it is possible to establish a company with 100% foreign ownership.

For a foreigner or a foreign company to set up a company in Vietnam, they are required to register with Vietnam state authority and secure compulsory certificates and licenses. These procedures are necessary to protect the investor’s rights and prevent investment fraud.

In addition to the mandatory enterprise registration certificate, another requisite document that allows foreigners to register a foreign direct investment limited liability company in the country is the investment registration certificate.

Our incorporation specialists will give you an easy-to-follow guide on how you can go about securing an investment registration certificate in Vietnam.

What Is an Investment Registration Certificate in Vietnam?

In Vietnam, an investment registration certificate (IRC) is a physical or electronic document issued by the Vietnamese government for foreign investors.

This certificate states the information of a registered investment project that foreign investors are involved in through foreign direct investments (FDI).

The information includes investor details, investment objectives, project duration, land usage status (if any), the project’s total investment capital, investment incentives/assistance, and requirements, and others.

RELATED: Capital Contribution to a Limited Liability Company in Vietnam for Foreign Investors

Investment Registration Certificate Vietnam: Requirements & Process

The government has simplified the process to get an Investment registration certificate in Vietnam since 2014 to encourage more foreign investments in the country.

If an investment project does not require an investment policy approval decision by the National Assembly/ the Prime Minister/ or the People’s Committee, investors just need to submit their investment registration application to the investment registration authority (Vietnam’s Department of Planning and Investment, or DPI). Then, the DPI will issue the IRC to the investors within 15 working days once they have received a complete and valid application from the investors.

If an investment project is subject to an investment policy approval decision, the investors are request to obtain the approval decision first. After that, DPI will issue the IRC to investors within five working days upon the receipt of the investment policy approval decision.

An application for approval for an investment project includes:

  1. An application form for execution of the investment project, including a commitment to incur all costs and risks if the project is not approved;
  2. A document about the investor’s legal status;
  3. Document(s) proving the financial capacity of the investor including at least one of the following documents: the investor’s financial statements for the last two years; commitment of a parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity;
  4. Proposal for the investment project including the following main contents: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration and schedule of the investment project, information about the current use of land in the location of the project and proposed demand for land use (if any), demand for labor, a proposal for investment incentives, impact and socio-economic efficiency of the project and preliminary assessment of environmental impact (if any) in accordance with regulations of law on environmental protection. If the law on construction requires formulation of a pre-feasibility study report, the investor is entitled to submit the pre-feasibility study report instead of a proposal for the investment project;
  5. If the project does not require the State to allocate or lease out land or to permit land repurposing, a copy of the document regarding the land use rights or other document identifying the right to use the location for execution of the investment project is required to be submitted;
  6. Contents of the explanation for the technology to be used in the investment project if the project requires appraisal and collection of opinions on the technology in accordance with the Law on Technology Transfer;
  7. The business cooperation contract if the investment project is executed under a business cooperation contract;h) Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with regulations of law (if any).

Typically, the entire process requires an average of 15 working days from the date of your IRC application submission. If your dossier is not complete and there is a further review required by other authorities, it may take up a longer time (around 30 days).

Therefore, it is important that your submission is complete and valid, and you meet all the stated requirements. If you still have the slightest confusion, you should always seek advice from a professional consultant locally.

RELATED: Required Certificates for Foreign Business Registration in Vietnam

Things foreigners should be aware of before applying for an IRC:

1. Forms of investment available to foreigners in Vietnam

2. The trades and goods produced and traded in Vietnam. Because each industry has different conditions and regulations.

3. You must strictly comply with the commitments on the time limit for investment capital contribution. Otherwise, the company will be fined up to VND 50 million

We made the most detailed step-by-step guide to setting up a business in Vietnam for investors, now available as an interactive checklist:

InCorp Vietnam Business Setup Checklist

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Ian Robin Comandao

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Ian Robin Comandao

Ian Robin Comandao is the Head of the Business Consulting Department of Incorp Vietnam. He is a Sales and Marketing professional with 15+ years of experience in key accounts management.