Tiếng ViệtStarting July 1, 2025, new regulations under the amended Law on Investment introduce stricter Investment Registration Certificate Adjustment Procedures, making IRC adjustment mandatory whenever a foreign-invested enterprise changes its capital, project scale, location, or implementation schedule — ensuring compliance, transparency, and continued investment incentives.
LexConsult & Partners provides detailed guidance on the procedure, required documents, and practical notes for IRC adjustment under the new regulations — helping investors save time, minimize errors, and stay compliant with Vietnamese law.
1. Legal Basis, Definition, and Role of the Investment Registration Certificate Adjustment
1.1. Definition of the Investment Registration Certificate (IRC)
The Investment Registration Certificate (IRC) is a document or electronic certificate issued by the investment registration authority that records key information about a project, including the investor’s name, objectives, scale, capital, location, duration, schedule, and incentives.
The IRC serves as the legal identity of an investment project, as stipulated in Article 40 of the 2020 Law on Investment, and reaffirmed and revised under the 2025 amended Law on Investment.
1.2. Role of the IRC for Domestic and Foreign Investors
The IRC functions as the project’s “legal identity card,” reflecting the binding relationship between the investor and the State. Specifically, the IRC:
– Serves as the legal basis for subsequent procedures on land, construction, taxation, and enterprise registration;
– Enables authorities to monitor, evaluate, and supervise the progress, efficiency, and compliance of the project;
– Is required for investors to access incentives, remit profits abroad, or amend investment activities;
– Ensures transparency and legality in all investment operations in Vietnam.
1.3. Legal Framework Governing the Adjustment of the IRC
The issuance, modification, and management of the IRC are governed by the following legal instruments:
– Law on Investment 2020 (Consolidated Document No. 134/VBHN-VPQH 2025);
– Decree No. 31/2021/NĐ-CP, guiding the implementation of the Law on Investment (as amended by Decree No. 239/2025/NĐ-CP);
– Decree No. 122/2022/NĐ-CP, on administrative sanctions in the field of planning and investment;Circular No. 03/2021/TT-BKHĐT, as amended by Circular No. 25/2023/TT-BKHĐT, providing forms and requirements for investment adjustment dossiers.
2. When Must Enterprises Adjust Their Investment Registration Certificate (IRC)?
Adjusting the IRC is mandatory whenever there are changes affecting the information recorded in the certificate. According to Clause 2, Article 41 of the Law on Investment 2020 (Consolidated Document No. 09/VBHN-VPQH 2025), investors must carry out adjustment procedures if there are changes to objectives, scale, capital, schedule, or project location.
Failure to adjust in a timely manner may result in administrative penalties, suspension of operations, or loss of investment incentives.
2.1. Main Contents Recorded in the IRC
Before determining whether an adjustment is necessary, enterprises should clearly understand the information recorded in the IRC as defined in Article 40 of the Law on Investment 2020, including:
– Project name, investor’s name, and legal information;
– Objectives, scale, location, and land-use area;
– Total investment capital, capital sources, and project implementation schedule;
– Project duration, investment incentives, and applicable conditions (if any).
Whenever any of the above details change, even slightly, enterprises should promptly review the legal provisions to determine whether IRC adjustment is required to ensure project legality.
2.2. Cases Requiring Mandatory Adjustment of the IRC
Investors must adjust their IRC in the following situations:
– Changes in identifying information (project name, investor name/nationality);
– Changes in project objectives, scale, or investment capital (including increases or decreases in contributed capital or loans);
– Relocation or expansion of the project site or changes in land area;
– Adjustments to implementation progress or project duration;
– Changes in investment incentives or applicable conditions;Addition of business lines, investment activities, or new joint venture partners.
Note: Enterprises should maintain IRC adjustment records alongside tax, labor, and environmental documentation to prevent cross-verification issues during investment inspections.
2.3. When Must Investors Seek Approval for Adjusted Investment Policy Before Adjusting the IRC?
Not all IRC amendments require a new investment policy approval. However, if the proposed changes significantly alter the project’s scale, capital, or impact on planning, resources, or the environment, investors must obtain approval for adjustment of the investment policy prior to submitting an IRC adjustment application.
According to Clause 3, Article 41 of the Law on Investment 2020 (Consolidated Document No. 09/VBHN-VPQH 2025), policy adjustment approval is required when:
– Increasing total investment capital by 20% or more;
– Expanding the land area by over 10% or exceeding 30 hectares;
– Changing project location or scale that affects approved planning;
– Extending project duration by more than 12 months;
– Adding conditional business lines applicable to foreign investors.
If your enterprise is in the process of expanding operations or modifying its investment plan, contact the lawyers at LexConsult & Partners for a professional assessment of your IRC adjustment eligibility and comprehensive support in preparing compliant documentation — helping you save processing time and avoid administrative violations.
3. Procedure for Adjusting the Investment Registration Certificate (IRC) under the 2025 Regulations
The adjustment of the Investment Registration Certificate (IRC) is a mandatory administrative procedure ensuring that an enterprise’s project remains consistent with its actual operations and complies with current laws.
Under the Law on Investment 2020 (Consolidated Document No. 09/VBHN-VPQH 2025) and Decree 239/2025/NĐ-CP, the process has been clearly defined to promote transparency and shorten processing time.
3.1. Conditions for IRC Adjustment
Enterprises may proceed with an IRC adjustment only when the following conditions are met:
– The IRC remains valid, and the project has not been revoked or terminated (Clause 2 Article 41 of the Law on Investment 2020).
– The proposed adjustment complies with planning regulations and relevant specialized laws (Article 36 of Decree 31/2021/NĐ-CP, amended by Decree 239/2025/NĐ-CP).
– The investor has fulfilled capital contribution, financial obligations, and periodic investment reporting (Article 44 of Decree 31/2021/NĐ-CP).
– The adjustment dossier is lawfully grounded, accurate, and transparent.
LexConsult’s Note: Before filing, verify whether the proposed change requires approval for adjustment of investment policy (Clause 3 Article 41 of the Law on Investment 2020) to avoid rejection or return of the application.
3.2. Required Dossier for IRC Adjustment
A properly prepared dossier must include the following documents:
– Application for adjustment of the investment project (as per Circular 03/2021/TT-BKHĐT, amended by Circular 25/2023/TT-BKHĐT);
– Report on project implementation up to the time of adjustment (Article 72 Law on Investment 2020);
– Investor’s resolution or decision on project adjustment (for organizations);
– Written explanation of the adjustment content (stating reasons, scope, and details of changes);
– Original or certified copy of the existing IRC (Article 47 Decree 31/2021/NĐ-CP);
– Enterprise Registration Certificate (ERC) if the change affects legal entity information;
– Legal documents of the investor (ID/passport for individuals; business registration certificate for organizations);
– Supporting documents where applicable: BCC contract, land documents, power of attorney, etc.
Processing time:
– 5 – 10 working days from the date of receiving a complete dossier;
– 3 working days for minor changes such as project or investor name (Article 47 Decree 31/2021/NĐ-CP, amended by Article 239 Decree 239/2025/NĐ-CP).
3.3. Procedure for Projects Not Requiring Adjustment of Investment Policy
| Step | Action | Legal Basis |
|---|---|---|
| 1. Prepare the dossier | Assemble documents listed in Section 3.2 and ensure consistency with company and project information. | Article 36 Decree 31/2021/NĐ-CP |
| 2. Submit the dossier | File directly with the Department of Planning and Investment (DPI) or the Industrial/Economic Zone Management Board, or online via the National Foreign Investment Information Portal. | Article 47 Decree 31/2021/NĐ-CP |
| 3. Appraisal and supplementation | The investment registration authority reviews the dossier’s validity and may request clarification or additional documents. | Article 45 Decree 31/2021/NĐ-CP |
| 4. Issuance of adjusted IRC | Once valid, the authority issues the adjusted IRC within 10 working days (or 3 days for name changes). | Article 47 Decree 31/2021/NĐ-CP & Article 239 Decree 239/2025/NĐ-CP |
Practical tip: Keep both electronic and hard copies of the adjusted IRC for use in subsequent tax, banking, and land procedures.
3.4. Procedure for Projects Requiring Adjustment of Investment Policy
| Step | Action | Legal Basis |
|---|---|---|
| 1. Obtain approval for adjustment of investment policy | Submit the application to the Prime Minister, Provincial People’s Committee, or Economic Zone Management Board, depending on the project’s scale and sector. | Articles 44 – 46 Decree 31/2021/NĐ-CP |
| 2. File for IRC adjustment | After receiving the approval decision, submit the IRC adjustment dossier to the investment registration authority. | Clause 3 Article 41 Law on Investment 2020 |
| 3. Issuance of adjusted IRC | The authority issues the new IRC consistent with the approved policy. | Article 47 Decree 31/2021/NĐ-CP |
| Processing time | 5 working days from the date of the approval decision. | Article 239 Decree 239/2025/NĐ-CP |
Expert Guidance from LexConsult & Partners
The IRC adjustment process requires in-depth legal knowledge, effective communication with competent authorities, and the foresight to anticipate regulatory risks.
LexConsult & Partners provides comprehensive legal support — from evaluating adjustment requirements, preparing and submitting dossiers, to monitoring the review process — ensuring that your application is approved quickly, accurately, and in full compliance with Vietnamese investment law.
4. Key Notes When Adjusting the Investment Registration Certificate (IRC) Adjustment
Adjusting an Investment Registration Certificate (IRC) is not merely an administrative formality — it directly impacts the legality and benefits of investors. Below are five essential groups of considerations that enterprises should be aware of before submitting their IRC amendment dossier.
4.1. Update Enterprise Information Before Adjusting the IRC
If the proposed adjustment involves corporate legal information (e.g., company name, legal representative, head office address, etc.), the enterprise must first complete the amendment of its Enterprise Registration Certificate (ERC) before filing for IRC adjustment.
– This sequence ensures consistency between investment and corporate registration records.
– Conducting both procedures simultaneously may lead to dossier rejection due to discrepancies between the IRC and ERC.
Legal Basis: Article 41 of the Law on Investment 2020 (Consolidated Document No. 09/VBHN-VPQH 2025); Article 47 of Decree 31/2021/NĐ-CP.
Practical Tip: Enterprises should review and update all licenses, company seals, and bank accounts to reflect new information before submitting an IRC adjustment dossier.
4.2. Cases Requiring Approval for Adjustment of Investment Policy
Not all project changes can be directly amended in the IRC. Some cases require approval for adjustment of investment policy before the investment authority issues the amended IRC. These include:
– Increasing total investment capital by 20% or more compared to the registered amount;
– Expanding land area by 10% or more or exceeding 30 hectares;
– Changing project location affecting planning, environment, or national security;
– Extending the project timeline by more than 12 months beyond the approved schedule;
– Changing or adding conditional business lines for foreign investors.
Legal Basis: Clause 3 Article 41 of the Law on Investment 2020; Articles 44, 45, 46 of Decree 31/2021/NĐ-CP.
LexConsult Recommendation: Enterprises should consult the investment registration authority in advance to determine whether the change triggers the investment policy adjustment process, avoiding wasted time and costs if the dossier must later be redirected.
4.3. Administrative Penalties for Failing to Adjust the IRC Properly
If an enterprise fails to adjust its IRC when legally required, the authorities may impose administrative penalties and corrective measures:
– Fine range: VND 70,000,000 – 100,000,000;
– Remedial measures: Mandatory completion of the IRC adjustment or temporary suspension of project operations;
– Severe violations: Possible revocation of the IRC by competent authorities.
Legal Basis: Point c, Clause 4, Article 13 of Decree 122/2022/NĐ-CP on administrative sanctions in planning and investment.
Warning: Many FDI enterprises have faced tax, customs, or labor permit suspension due to delayed IRC adjustments related to capital or project location — significantly disrupting business operations.
4.4. Methods of Filing for IRC Adjustment (Offline & Online)
Enterprises can now choose between two methods of filing IRC adjustment dossiers:
a) Direct Submission:
– At the Department of Planning and Investment (DPI) or the Industrial/Economic Zone Management Board where the project is located;
– Recommended for projects involving major changes or requiring original certified documents.
b) Online Submission:
– Via the National Foreign Investment Information Portal at fdi.gov.vn;
– The electronic dossier must bear a valid digital signature from the investor or authorized representative;
– Once approved, original documents must be submitted for verification before receiving the adjusted IRC.
Legal Basis: Article 47 of Decree 31/2021/NĐ-CP; Official Letter No. 890/BKHĐT-ĐTNN (2023) from the Ministry of Planning and Investment on e-filing procedures for foreign investment projects.
4.5. Actual Processing Time for IRC Adjustment Dossiers
By regulation, the processing time for IRC adjustments is 5–10 working days from receipt of a valid dossier. However, in practice, it may take longer due to:
– Missing documents requiring consular legalization or incorrect translations;
– The need for inter-agency consultation (planning, construction, environmental authorities, etc.);
– Temporary delays in the online submission system or issues with digital signature authentication.
5. Legal Consultation from LexConsult & Partners on IRC Procedures
5.1. Role of Lawyers in the IRC Adjustment Process
The adjustment of an Investment Registration Certificate (IRC) requires a thorough understanding of investment law, sectoral planning, and the mechanism for investment policy approval.
In practice, many FDI enterprises face delays or dossier rejections because they fail to determine the correct adjustment scope or lack consularly legalized documents.
At LexConsult & Partners, our corporate lawyers play a key role by:
– Analyzing the adjustment scope to determine whether investment policy approval is required or if a standard amendment suffices;
– Reviewing the legality of project documentation (capital, schedule, land use rights, joint venture structure, etc.);
– Directly liaising with investment authorities to clarify and supplement dossiers efficiently;
– Representing clients throughout the entire legal process — from policy approval to dossier submission and issuance of the adjusted IRC.
5.2. Benefits of Using LexConsult’s IRC Procedures Advisory Services
Partnering with LexConsult & Partners ensures full-cycle professional support, including:
– Legal assessment and direction before adjustment
→ Identify precisely which contents require policy approval and which can be amended directly.
– Dossier preparation and legalization compliance
→ Minimize risks of dossier rejection or requests for supplementation.
– Ongoing monitoring and representation
→ Handle all communications with the Department of Planning and Investment (DPI), Industrial Zone Management Boards, or the Ministry of Planning and Investment.
– Post-approval compliance advisory
→ Guide clients on updating project data, periodic reporting, and tax obligations after receiving the adjusted IRC.
LexConsult & Partners’ Commitment:
Every dossier is handled lawfully, on time, and under proper authority, ensuring full legitimacy, transparency, and legal safety for the project.
5.3. LexConsult’s 5-Step IRC Adjustment Support Process
| Step | Service Provided |
|---|---|
| 1. File intake & assessment | Lawyers review the enterprise’s current documents to identify the type of adjustment (capital, progress, location, objectives). |
| 2. Legal strategy & planning | Propose the optimal approach — direct adjustment or policy approval procedure. |
| 3. Dossier preparation & submission | Prepare complete documentation, legalize foreign materials, and file with the investment authority. |
| 4. Monitoring & clarification | Represent clients in communications with the DPI, Management Boards, or other relevant agencies. |
| 5. Result delivery & compliance follow-up | Deliver the adjusted IRC, provide post-approval guidance, and ensure all legal obligations are updated. |
5.4. Specialized Advisory for Foreign Investors and FDI Enterprises
With extensive experience assisting investors from Japan, Korea, Singapore, and Europe, LexConsult & Partners offers deep expertise in FDI project adjustment procedures in Vietnam, covering:
– Changes in investment capital and foreign ownership ratio;
– Replacement of legal representative or investor entity;
– Expansion or relocation of project sites;
– Addition of conditional business sectors;
– Adjustment of investment policy approvals for Group A, B, and C projects.
6. FAQ – Common Questions about IRC Adjustment Procedures
When must an enterprise adjust its IRC?
→ Whenever there is a change in the project’s name, investor, location, scale, capital, or implementation schedule. This ensures legal information aligns with the project’s actual operation.
When is investment policy adjustment required before IRC amendment?
→ When total capital increases by 20% or more, project land expands by over 10% or exceeds 30 hectares, project location changes, or the schedule is extended beyond 12 months.
What documents are required for IRC adjustment?
→ Application for amendment, project progress report, investor’s decision, original IRC, investor’s legal documents (ID/passport or incorporation certificate), and explanatory materials for the change.
How long does IRC adjustment take?
→ 5–10 working days after submission of a complete dossier.
Minor changes (e.g., project or investor name) take only 3 days, though real cases may take longer due to verification or supplementation.
Can the IRC adjustment dossier be filed online?
→ Yes. It can be submitted on the National Foreign Investment Information Portal (fdi.gov.vn) with a valid digital signature. Hard copies are still required for final verification.
Are there penalties for failing to adjust the IRC?
→ Yes. Non-compliance may result in VND 70–100 million in fines and possible project suspension or revocation.
What should enterprises do after receiving the adjusted IRC?
→ They must:
– Update project data on the national investment system;
– Notify tax, banking, and related authorities;
– Submit periodic investment reports;
– Align all relevant licenses (ERC, land, environmental permits, etc.).
Conclusion: Adjusting the Investment Registration Certificate (IRC) is a vital step to ensure ongoing legal compliance for projects undergoing capital, schedule, or location changes.
To guarantee fast, accurate, and lawful processing, enterprises are strongly advised to consult LexConsult & Partners’ foreign investment lawyers, who provide end-to-end support for preparing, filing, and monitoring IRC adjustment dossiers — ensuring safety, efficiency, and full legal compliance.
📞 Hotline: 0938 657 775
📧 Email: info@lexconsult.com.vn
Related Articles:
– [Establishing an FDI Enterprise in Vietnam 2025: Conditions, Procedures & Legal Strategies]
– [Capital Contribution and Share Acquisition by Foreign Investors: Key Legal Insights]
– [Legal Services for FDI Enterprises in Vietnam – A Comprehensive Solution by LexConsult & Partners]
