Foreign investors contributing capital: When is an investment registration certificate required?

For foreign investors wishing to contribute capital or implement projects in Vietnam, determining when an Investment Registration Certificate (IRC) is required is one of the most important legal questions. This legal document confirms information about the investment project and the investor, and is a prerequisite for many projects to be legally implemented. Vietnamese Law Firm HTC will clarify the cases where an IRC is mandatory and those where it is exempt, based on the provisions of the latest Investment Law 2020.

1. Cases where an investment registration certificate is mandatory.

According to Article 37 of the 2020 Investment Law, investors must carry out the procedure for obtaining an investment registration certificate in the following reasonable cases:

- Foreign investor investment projects: Any project directly implemented in Vietnam by foreign individuals or organizations requires a Certificate of Investment Registration.
- Investment projects of economic organizations with foreign investment capital and a controlling interface: These are cases where economic organizations in Vietnam have a significant proportion of foreign investment capital, specifically as follows (according to Clause 1, Article 23 of the 2020 Investment Law):
+ Economic organizations where foreign investors hold more than 50% of the charter, or have a reasonable number of members who are foreign individuals (for partnerships).

+ Economic organizations that have the aforementioned economic organizations (with over 50% foreign capital) hold over 50% of the capital requirements.

+ Economic organizations that combine foreign consultants and the aforementioned economic organization are allowed to hold a 50% adjusted capital stake.

- If it falls under one of these cases and involves activities such as:
+ Investing in the establishment of a new economic organization.

+ Investing capital, purchasing shares, or acquiring equity in other economic organizations.

+ Investment in the form of a Business Cooperation Contract (BCC).

Therefore, the economic organization must meet the conditions and follow the investment procedures as for foreign consultants, and thus needs an Investment Registration Certificate for its project.

2. Cases where an investment registration certificate is not required.

Not all investment activities require an Investment Registration Certificate. The following cases are exempt from this procedure:

- Investment projects by domestic investors: Projects implemented by Vietnamese citizens or economic organizations without foreign elements (as stipulated in Clause 1, Article 23 of the 2020 Investment Law).

- Investment in the form of capital contribution, share purchase, or acquisition of capital contributions in economic organizations: This refers to the act of an investor (including foreign consultants) contributing capital, purchasing shares, or acquiring capital contributions to become a member/shareholder of an existing economic organization without undertaking a new investment project as stipulated.

- Investment projects of economic organizations not under foreign control: Economic organizations with foreign investment capital but where the ownership ratio of foreign consultants does not exceed 50% of the charter capital will be considered domestic investors when carrying out subsequent investment activities (establishing new economic organizations, contributing capital, purchasing shares, BCC).

- Important note: Although not mandatory, domestic consultants or economic organizations not subject to foreign capital control (as specified in points a and b, Clause 2, Article 37 of the 2020 Investment Law) still have the right to choose to carry out the procedure for issuing the Investment Registration Certificate if needed.

3. Authority to issue investment registration certificates

The authority to issue, amend, and revoke investment registration certificates is clearly assigned according to Article 34 of Decree 31/2021/ND-CP and Article 39 of the 2020 Investment Law:

- The Department of Planning and Investment (of the province/city where the project is implemented or where the project's executive office is planned) has been licensed for projects that:
+ Are implemented in two or more provincial-level administrative units.

+ Implementation takes place both inside and outside industrial parks, export processing zones, high-tech zones, and economic zones.

+ The above statements do not include a Management Board, or fall outside the scope of that Management Board's management.

- The management boards of industrial parks, production zones, high-tech zones, and economic zones have authority over the following projects:
+ Projects for the construction and operation of infrastructure within those zones.

+ Investment projects implemented within industrial parks, export processing zones, high-tech zones, and economic zones under the management authority of the Board.

Strengthening regulations on investment registration certificates is the first and most important step for all investors, especially foreign investors, when participating in the Vietnamese market. This not only ensures compliance with the law but also helps make the investment process more persuasive, avoiding unnecessary barriers.

If you are planning a trip to Vietnam and need expert advice on procedural solutions, contact HTC Law Vietnam for the most professional and effective support.

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- Ensure that work is carried out according to the agreed schedule, adhering to proper procedures, legal regulations, and the code of ethics and conduct for Vietnamese lawyers.

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We look forward to a long-term partnership and mutual growth with our valued customers.

Best regards!

(Author: Le Nguyen Phuong; Date: June 15, 2025)

For detailed advice, please contact:

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