During the implementation of an investment project, if there are any changes related to project objectives, scale, investment capital, location, or investors, FDI enterprises are required to carry out procedures to amend their Investment Registration Certificate (IRC) in accordance with applicable laws.
Proper and timely amendment of the Investment Registration Certificate not only helps enterprises maintain stable operations but also minimizes potential legal risks. Below, Siglaw Firm would like to introduce the details of this service:
Cases Requiring Amendment of the Investment Registration Certificate for FDI Enterprises
Pursuant to Article 41 of the Law on Investment 2020, FDI enterprises must carry out procedures to amend the Investment Registration Certificate in the following cases:
- Changes to the approved investment project objectives; addition of objectives subject to investment policy approval;
- Changes in land use scale exceeding 10% or over 30 hectares; changes in project location;
- Adjustment of total investment capital by 20% or more, resulting in a change in project scale;
- Extension of project implementation schedule causing a delay of more than 12 months compared to the original timeline;
- Changes in the operational duration of the investment project;
- Adjustments to technologies that have been appraised or consulted during the investment policy approval process;
- Changes in investors or changes in conditions applicable to investors of the project.
Dossier for Amendment of the Investment Registration Certificate
Documents to be provided by the client:
- Report on the implementation status of the investment project up to the time of submission;
- Decision of the investor (for single-investor projects) or meeting minutes and decision of investors (for multi-investor projects);
- Documents proving financial capacity when increasing investment capital, such as bank balance confirmation or audited financial statements;
- Legal documents of the investor in case of investor change or capital increase;
- Lease agreement or location agreement if changing the project location;
- Explanation document demonstrating compliance with conditions for conditional business lines;
- Notarized copy of the Investment Registration Certificate;
- Notarized copy of the Enterprise Registration Certificate.
Documents prepared with the support of Siglaw Firm:
- Written request for adjustment of the investment project;
- Investment project proposal;
- Power of attorney authorizing Siglaw Firm to carry out the amendment procedures.
Competent authority:
From March 1, 2025, Departments of Planning and Investment in provinces and cities have been merged into Departments of Finance. Therefore, enterprises must correctly identify the competent authority receiving the amendment dossier in accordance with the new regulations to avoid delays.
Siglaw Firm’s Investment Registration Certificate Amendment Services
Legal advisory services:
- Analyze current legal regulations on IRC amendments;
- Identify applicable conditions and legal grounds for each specific case.
Advisory on amendment contents:
- Determine items to be amended such as business lines, investment capital, project location, investors, or operational scale;
- Assess the impact of IRC amendments on the operation of FDI enterprises.
Handling arising issues:
- Support in resolving difficulties related to documentation and administrative procedures;
- Propose solutions to minimize risks and avoid delays.
Guidance on procedures:
- Provide detailed instructions on the steps for IRC amendment;
- Guide enterprises in working with competent authorities and handling feedback.
Review and assessment of dossier:
- Check the validity and completeness of documents;
- Evaluate the likelihood of approval and advise on additional required documents.
Investment incentives advisory:
Guide the application of investment incentives, tax exemptions, and reductions for project expansion or business line adjustments.
Notes on Amending the Investment Registration Certificate
- If the enterprise has not yet separated the Investment Certificate into an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC), it must complete this separation before making amendments;
- When adding new contributing investors, capital contributions must be made in accordance with the prescribed schedule via an investment capital account;
- Enterprises must fully comply with periodic investment reporting obligations;
- For conditional business sectors, enterprises must meet all operational conditions before implementation.
The above is Siglaw Firm’s advisory on Investment Registration Certificate amendment services for FDI enterprises in Vietnam. If you have any questions regarding foreign investment activities, please contact Siglaw for detailed support and consultation.
Headquarters in Hanoi: No. 44/A32 – NV13, Geleximco Area A, Le Trong Tan Street, Tay Mo Ward, Hanoi, Vietnam.
Southern Branch: No. 103 – 105 Nguyen Dinh Chieu Street, Xuan Hoa Ward, Ho Chi Minh City, Vietnam.
Central Branch: VIFC DN – ICT Building, Software Park No. 2, Nhu Nguyet Street, Hai Chau Ward, Da Nang, Vietnam.
Hotline: 0961 366 238
Facebook: https://www.facebook.com/hangluatSiglaw
