Amendment of the Investment Registration Certificate (IRC): When Required, Dossier, and Processing Time
A Japanese-invested software company in Da Nang wishes to add an information technology consulting line of business and increase its capital. On reviewing the records, the accountant notices that the Investment Registration Certificate (IRC) still shows the name of a former district. How many procedures are required, and how long will they take? (This is an illustrative scenario, not an actual case.)
Quick Answer
- When: whenever any particulars recorded on the IRC change, such as objectives, scale, capital, location, implementation schedule, operating term, or the investor’s name (Clause 2, Article 33 of the Law on Investment 2025).
- Where to file: the Department of Finance for projects outside industrial zones and economic zones; the Management Board of the zones for projects inside them (Article 27 of the Law on Investment 2025).
- How long: 03 working days for simple changes and 07 working days for all other cases, counted from receipt of a complete and valid dossier (Article 56 of Decree No. 96/2026/NĐ-CP). A project that has received investment policy approval may first need approval of an adjustment to that investment policy, which takes longer.
Applicable instruments: Law on Investment No. 143/2025/QH15 (effective 01/03/2026) and Decree No. 96/2026/NĐ-CP (effective 31/03/2026), replacing the Law on Investment 2020 and Decree No. 31/2021/NĐ-CP.
Legal Basis: Three Categories of IRC Amendment Procedure
Category 1: Simplified Amendment, 03 Working Days
Clause 1, Article 56 of Decree No. 96/2026/NĐ-CP applies to:
- Changing the project name or the investor’s name recorded on the IRC;
- Adjusting the implementation schedule or operating term because the State delayed the allocation or lease of land, or the handover of land;
- Updating the location in line with the results of the rearrangement of administrative units.
The dossier consists only of a written request and related documents. Specifically, in the case of delayed land allocation, the investor is not required to amend the IRC and does so only if it wishes to update it (Clauses 4 and 5, Article 28).
Category 2: Ordinary Amendment, 07 Working Days
All other changes that do not require an adjustment of the investment policy: adding objectives, increasing or decreasing capital, changing scale, schedule, and so on (Clause 2, Article 56).
Category 3: Approval of an Investment Policy Adjustment Required First
For a project that has already received investment policy approval, Clause 3, Article 33 of the Law on Investment 2025 requires approval of an adjustment to the investment policy where there is:
- A change or addition of objectives that fall within the cases requiring investment policy approval;
- A change in land area under Government regulations, or a change of location;
- An extension of the schedule by more than 24 months compared with the initial approval document;
- An adjustment of the operating term; or a change of investor before the project goes into operation.
If an adjustment causes the project to fall within the cases requiring investment policy approval, that procedure must be completed (Clause 6, Article 33).
What Does an Ordinary Amendment Dossier Include?
Under Clause 1, Article 52 of Decree No. 96/2026/NĐ-CP, a Category 2 dossier consists of:
- A written request for adjustment of the investment project (in the form prescribed in Circular No. 55/2026/TT-BTC);
- A report on the project’s implementation status up to the time of the request;
- The investor’s adjustment decision, where the investor is an organization;
- Explanatory documents on the changes, if any (for example, evidence of financial capacity when capital is increased).
Submit one set together with an electronic copy; foreign-language documents must be accompanied by a Vietnamese translation (Article 5). The authority may not demand documents beyond those prescribed by law and must notify all required supplements at one time; the time spent supplementing the dossier is not counted toward the processing period (Clause 1, Article 6).
Implementation Steps
- Review the IRC and identify the procedural category. Misclassifying the category may cause the dossier to be suspended.
- Obtain internal approval in accordance with the charter (the owner, the Members’ Council, or the General Meeting of Shareholders).
- File the dossier, monitor progress, and respond within the deadline stated in any notice.
- Receive the amended IRC and complete the follow-on procedures: update the enterprise registration, the capital account where capital is increased, and sub-licenses if the new objective is a conditional business line.
Do not implement first and amend afterwards: the investor bears all damage arising from failure to follow the proper procedures (Clause 10, Article 6 of Decree No. 96/2026/NĐ-CP).
IRC Amendment Services at HLR Legal Vietnam
HLR Legal provides turnkey IRC amendment support to FDI enterprises:
- Review: cross-checking the IRC, enterprise registration, and charter; determining the procedural category; checking market access conditions when objectives are added.
- Bilingual dossier preparation and representation in filing, follow-up, and explanation to State authorities.
- Post-amendment alignment: changes to business registration, corporate restructuring, capital accounts, sub-licenses, contracts, and foreign personnel.
Newly established businesses may refer to our turnkey services for obtaining an Investment Registration Certificate (IRC) or establishing a foreign-invested company in Da Nang. Industry-specific advisory is available for technology, software, AI, restaurants, tourism, hotels, and trade and retail.
When to Engage a Lawyer
Engage a lawyer where the new objective falls within a sector conditionally accessible to foreign investors, where the project has received investment policy approval, where the schedule is already delayed, or where the amendment accompanies a transfer, merger, or split of the project. Contact HLR Legal for an initial consultation.