Turnkey Investment Registration Certificate (IRC) Application Services
Lawful Entry into the Vietnamese Market – Investment Condition Review – Risk Control
Are you a foreign investor wishing to establish a business in Vietnam? Do you need an Investment Registration Certificate (IRC) for your project, but are unsure whether your sector is permitted, what ownership ratio applies, and what documents you need to prepare?
An Investment Registration Certificate is not merely an administrative procedure. It is the legal foundation for all of a foreign investor’s investment activities in Vietnam, and is closely tied to market access conditions, permitted business lines, and long-term rights and interests.
HLR Legal provides turnkey IRC application services: reviewing investment conditions, advising on project structure, completing the dossier, and representing the investor before State authorities. For foreign investors, we place particular emphasis on clarity, transparency, and the ability to anticipate risks.
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What Is an Investment Registration Certificate (IRC)?
An Investment Registration Certificate (IRC) is a document recording the investor’s registered information on an investment project in Vietnam.
An IRC typically sets out the following principal particulars:
- Project name and investor;
- Project objectives and scale;
- Investment capital and implementation schedule;
- Project location;
- Operating term, and incentives and conditions (if any).
For most projects with foreign investment capital, the investor must be granted an IRC before establishing the enterprise and applying for an Enterprise Registration Certificate (ERC).
How Does an IRC Differ from an Enterprise Registration Certificate (ERC)?
This is a point on which many foreign investors are confused.
- The IRC (Investment Registration Certificate) records the investor’s right to carry out an investment project.
- The ERC (Enterprise Registration Certificate) records the existence of the enterprise as a legal entity.
For a project with foreign investment capital, the usual sequence is: obtain the IRC first, then establish the enterprise and obtain the ERC. The two procedures are closely linked and should be prepared in a coordinated manner from the outset to avoid having to amend the dossier later.
When Must an Investor Apply for an IRC?
A foreign investor typically needs to carry out this procedure in the following cases:
Establishing a foreign-invested enterprise
A foreign investor implementing a project for the first time and establishing a legal entity in Vietnam.
Capital contribution or share purchase that triggers an investment registration requirement
In certain cases, a foreign investor purchasing contributed capital or shares in a Vietnamese enterprise must still carry out registration procedures as prescribed.
Implementing a new investment project
An existing investor expanding into a separate, independent investment project.
Investing in conditional sectors
Certain sectors require compliance with market access conditions applicable to foreign investors.
Why Must an IRC Application Be Handled Carefully from the Start?
Many investors encounter difficulties because their dossiers were not carefully prepared:
Market Access Conditions Not Reviewed
Not every sector is fully open to foreign investors. Some sectors are restricted in terms of ownership ratio or subject to conditions under international commitments and sector-specific legislation.
Project Objectives Inappropriately Described
The project objectives stated in the IRC directly affect the business lines in which the enterprise may later operate. An incomplete or incorrect description may restrict actual operations and give rise to amendment procedures.
Incomplete Evidence of Financial Capacity
The investor must demonstrate financial capacity commensurate with the scale of investment capital. Deficiencies here frequently lead to repeated requests for supplementary documents.
Post-IRC Procedures Not Anticipated
After obtaining the IRC, the investor must still complete a series of procedures: the ERC, company seal, direct investment capital account, sub-licenses, labor matters, and compliance with investment reporting obligations.
Why Investors Choose HLR Legal
More Than Filing a Dossier
HLR Legal assesses the investment conditions, business lines, ownership ratio, and project structure before proposing an approach suited to the investor’s objectives.
Emphasis on Clarity and Risk Anticipation
For foreign investors, we place particular value on transparency, helping clients properly understand the Vietnamese legal environment and make sound investment decisions.
FDI and Governance Experience
We have experience supporting FDI enterprises, M&A transactions, corporate restructuring, and building the operating structure from the outset.
Support After Licensing
Our support does not end with delivery of the IRC. HLR Legal continues to assist with the ERC, investment filings, sub-licenses, commercial contracts, foreign labor, and corporate governance structure.
HLR Legal’s IRC Application Process
Step | Content | HLR Legal’s support |
|---|---|---|
1 | Receiving information | Assessing the investment objectives and project model |
2 | Reviewing investment conditions | Checking business lines, ownership ratio, and market access conditions |
3 | Advising on project structure | Proposing a suitable investment approach |
4 | Drafting the dossier | Preparing a complete investment registration dossier |
5 | Filing the dossier | Representing the investor before State authorities |
6 | Receiving the result | Handing over the Investment Registration Certificate |
7 | Post-licensing | ERC, capital account, sub-licenses, internal governance |
What Does an IRC Application Dossier Include?
HLR Legal will prepare, and guide the investor in completing:
- Written request to implement the investment project;
- Investment project proposal;
- Legal documents of the investor (individual or organization);
- Documents evidencing financial capacity;
- Documents on the project location;
- Power of attorney for carrying out the procedures;
- Sector-specific documents (if any).
The investor need only provide basic information; HLR Legal handles the entire dossier.
HLR Legal’s Commitments
✔ Transparent fees with no hidden costs.
✔ Dossiers that comply with the law.
✔ Review of investment conditions before implementation.
✔ Confidentiality of investor information.
✔ Continued support after the procedures are completed.
Frequently Asked Questions
How long does it take to obtain an IRC?
The time depends on the sector and the scale of the project. For a project that does not require investment policy approval, the procedure is typically completed within approximately 15 working days from receipt of a valid dossier. Projects requiring investment policy approval will need additional time.
Once an IRC has been granted, is an Enterprise Registration Certificate still required?
Yes. After the IRC is granted, the investor must carry out the procedure for establishing the enterprise in order to obtain the ERC.
May a foreign investor own 100% of the capital?
It depends on the sector. Many sectors permit 100% ownership, but some conditional sectors restrict the ownership ratio under international commitments and sector-specific legislation.
Must every foreign investor obtain an IRC?
No. In some cases of capital contribution or share purchase, a separate registration procedure applies instead of the issuance of an IRC. HLR Legal will review and determine the correct procedure for each case.
HLR Legal – Your Legal Partner for Foreign Investors
Obtaining an Investment Registration Certificate is the first and most important step when a foreign investor enters the Vietnamese market. HLR Legal does more than complete the procedures: we help investors properly understand the legal environment, control risks, and build a solid foundation for long-term operations.
Contact HLR Legal for a free consultation on the IRC application approach best suited to your project.
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