Procedure for issuing the Investment Registration Certificate (IRC) to FDI enterprises

An Investment Registration Certificate (IRC) is a document issued by a state authority to an investor, recording key information regarding an investment project—such as its objectives, scale, investment capital, location, and implementation timeline. Obtaining an IRC is a crucial step for those wishing to implement projects in Vietnam, particularly for foreign investors or economic organizations with foreign capital ownership meeting specific thresholds under investment laws. In this article, HTC Vietnam Law Co., Ltd. outlines the fundamental aspects of this matter.

1. Cases requiring an Investment Registration Certificate (IRC)

- Investment projects of foreign investors (foreign investors are defined as individuals holding foreign nationality or organizations established under foreign law that carry out business investment activities in Vietnam);

- Investment projects of economic organizations specified in Clause 1, Article 23 of this Law; specifically, such economic organizations must apply for an IRC if they fall into one of the following cases:

a) Having a foreign investor holding more than 50% of the charter capital, or—in the case of a partnership—having a majority of general partners who are foreign individuals;

b) Having an economic organization specified in Point a of this Clause holding more than 50% of the charter capital;

c) Having a foreign investor and an economic organization specified in Point a of this Clause jointly holding more than 50% of the charter capital.

(Article 37 of the 2020 Law on Investment)

2. Conditions for obtaining an IRC

For projects subject to approval of investment policy, the investment registration authority shall issue the IRC within 05 working days from the date of receipt of the written approval of investment policy and the approval of the investor for the project.

For projects not subject to approval of investment policy, the investor shall be issued an IRC if the following conditions are met:

a) The investment project is not in a business line prohibited from investment;

b) There is a location for the investment project, determined based on a valid copy of documents regarding land use rights, a valid copy of a site lease agreement, or other documents establishing the right to use the location for the investment project; c) The investment project is consistent with national-level planning, regional planning, provincial planning, urban planning, and special administrative-economic unit planning (if any);

d) It meets the conditions regarding investment capital per unit of land area—as prescribed by the provincial People's Committee based on local practical conditions and approved by the Standing Committee of the provincial People's Council (if applicable)—and the number of employees utilized (if applicable);

đ) It meets market access conditions applicable to foreign investors.

(Clause 2, Article 38 of the 2020 Law on Investment; Clause 3, Article 36 of Decree 31/2020/ND-CP)

3. Dossier and procedures for obtaining an IRC

3.1. For projects subject to investment policy approval as prescribed in Article 35 of Decree 31/2021/ND-CP

For investment projects where the investment policy approval is granted simultaneously with the investor approval and which are subject to IRC issuance: The investment registration agency shall issue the IRC within 05 working days from the date of receipt of the Decision on investment policy approval.

For investment projects where the investment policy has been approved and the investor has won an auction or a bid, or projects subject to investor approval and IRC issuance: The investor shall submit a written request for the issuance of the Investment Registration Certificate to the investment registration agency.

For investment projects where the Economic Zone Management Board approves the investor: The Economic Zone Management Board shall issue the decision approving the investor simultaneously with the issuance of the Investment Registration Certificate. For projects not subject to mandatory issuance of an Investment Registration Certificate (IRC), if the investor wishes to obtain one, they must submit a written request for the issuance of the IRC, along with certified copies of the Decision on Approval of Investment Policy and the Decision on Approval of the Investor (if applicable), to the investment registration authority.

3.2. For projects not subject to approval of investment policy

Pursuant to Clause 1, Article 36 of Decree 31/2021/NĐ-CP and Clause 1, Article 33 of the 2020 Law on Investment, the investor shall submit one set of documents requesting the issuance of an IRC to the investment registration authority. The dossier shall include:

a) A written request for implementation of the investment project, including a commitment to bear all costs and risks should the project fail to be approved;

b) Documents regarding the investor's legal status;

c) Documents proving the investor's financial capacity, comprising at least one of the following: the investor's financial statements for the two most recent years; a financial support commitment from the parent company; a financial support commitment from a financial institution; a guarantee regarding the investor's financial capacity; or other documents proving the investor's financial capacity; d) The investment project proposal, comprising the following key contents: the investor or the method of investor selection; investment objectives; investment scale; investment capital and capital mobilization plan; location; duration; implementation schedule; information on the current land use status at the project site and proposed land use requirements (if any); labor requirements; proposed investment incentives; socio-economic impacts and efficiency of the project; and a preliminary environmental impact assessment (if applicable) in accordance with the law on environmental protection.

Where the law on construction requires the preparation of a pre-feasibility study report, the investor may submit such report in lieu of the investment project proposal;

đ) Where the investment project does not request the State to allocate land, lease land, or permit a change of land use purpose, the investor shall submit copies of documents proving land use rights or other documents establishing the right to use the site for project implementation;

e) Explanation of the technology used in the investment project, for projects subject to technology appraisal or consultation in accordance with the law on technology transfer;

g) Business Cooperation Contract (BCC) for investment projects implemented under the BCC form;

h) Other documents related to the investment project and requirements regarding investor conditions and capacity as prescribed by law (if any).

4. Authority to issue the Investment Registration Certificate (IRC)

- Management Boards of industrial parks, export processing zones, high-tech zones, and economic zones shall issue the IRC for investment projects located within such zones, except for the cases specified in the third bullet point below.

- Departments of Planning and Investment shall issue the IRC for investment projects located outside industrial parks, export processing zones, high-tech zones, and economic zones, except for the cases specified in the third bullet point below.

- The investment registration agency of the locality where the investor implements the project, or where the investor establishes or intends to establish an executive office to implement the project, shall issue the IRC for the following investment projects (Article 39 of the 2020 Law on Investment):

Investment projects implemented across two or more provincial-level administrative units;

Investment projects implemented both inside and outside industrial parks, export processing zones, high-tech zones, and economic zones;

Investment projects located in industrial parks, export processing zones, high-tech zones, or economic zones where no Management Board has been established, or which do not fall under the management scope of such Management Boards.

Commitment to Service Quality:

HTC Vietnam Law Co., Ltd. operates based on the principles of dedication, efficiency, and credibility. We are committed to ensuring service quality as follows:

- Guaranteeing the completion of work according to the agreed schedule and ensuring strict compliance with legal regulations as well as the Code of Ethics and Conduct for Vietnamese Lawyers.

- Prioritizing clients' interests and striving to deliver the highest quality service.

- Maintaining the confidentiality of information provided by clients and all client-related data.

We look forward to a long-term partnership and contributing to your continued growth and success.

Sincerely,

(Author: Thanh An; Translator: Nguyen Phuong Anh; Date: November 29, 2024)

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HTC Vietnam Law Co., Ltd.

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