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Amendment of Investment Certificates

Table of Contents

For foreign-invested enterprises (FDIs) operating investment projects in Vietnam, any changes to the information recorded on the Investment Registration Certificate (IRC) must be formally amended. In accordance with the 2024 Amended Investment Law officially effective in 2025, 68 SOLUTIONS provides a detailed overview of the procedures, conditions, and necessary documentation for adjusting investment certificates.

Conditions for Amendment of Investment Certificates

Enterprises must meet the following conditions before applying for an amendment:

  • The current IRC is valid and within its effective period

  • The enterprise complies with all legal and regulatory requirements

  • All submitted information must be accurate and lawful

  • Any legal violations must be resolved before amendment procedures are initiated

Mandatory Cases for Investment Certificate Amendments

Enterprises must file for adjustment in the following scenarios:

  • Change in the investment project name or code

  • Change in investor identity or information

  • Transfer of investment ownership

  • Change in project location, land use area, or company headquarters

  • Modification of project objectives, scale, or capital (charter/investment capital)

  • Adjustment of project duration or progress schedule

  • Revision of investment incentives or conditional business requirements

Note: Any related changes must also be reflected in the Enterprise Registration Certificate (ERC), Business Licenses, or specialized permits

Authorities in Charge of Processing Amendments

Department of Planning and Investment (DPI): Handles projects located outside industrial/economic zones or projects spread across multiple provinces.

Management Boards of Industrial/Economic Zones: Handle projects entirely within designated industrial parks, export processing zones, or high-tech zones.

Standard Dossier for Investment Certificate Adjustment

For standard cases (not requiring Investment Policy Decision), the dossier typically includes:

  • Request letter for IRC amendment

  • Project implementation report up to the time of adjustment

  • Decision/resolution on adjustment from the investor or enterprise

  • Current Investment Registration Certificate

  • Most recent audited financial statements

  • Updated investment project proposal

  • Legal proof of land use rights or lease agreements

  • Explanation of technology (if required)

  • BCC contract (if applicable)

  • Additional supporting documents depending on the amendment type

Additional Documentation Based on Amendment Type:

  • Investor Information Change: Passport/enterprise certificate

  • Capital Contribution Representative Change: Passport and residency documents

  • Project Location Change: Land lease or office rental agreement

  • Capital Adjustment: Financial capacity documents such as balance sheets, bank guarantees, or support commitments

Procedures for Adjusting Investment Certificates

Without Change in Capital Contributors:

  1. Update the ERC with relevant business changes

  2. File for IRC amendment through the DPI or Management Board

  3. Adjust business licenses for applicable sectors

With New Foreign Investor:

  1. Register capital contribution or share transfer with the investment authority

  2. Update ERC with new investor details

  3. Update or reissue legal seal and bank information (if needed)

  4. Amend IRC with updated investor and project details

  5. Apply for specialized licenses if the business line is conditional

Timeline for Completion

Standard processing time is 10–15 working days upon receipt of a valid dossier

Formatting Requirements

  • Documents must be in Vietnamese or bilingual

  • Files must be bound in hard covers, with contents listed in order

  • Clear labeling with company name, file type, and applicant contact

When You Don’t Need to Amend the IRC

For minor internal changes like company contact information, legal representative, or change in head office without land-use modification, only an ERC amendment is needed.

Special Notes

  • Enterprises that have not yet separated their ERC and IRC must do so

  • Failing to update capital contributions may result in fines or transaction restrictions

  • Reporting obligations must be updated according to new IRC data

  • Conditional business lines require updated operational licenses

Why Amendments Are Necessary

  • To meet compliance for capital contributions and transactions

  • To maintain transparency and build investor trust

  • To facilitate reinvestment from retained earnings

  • To fulfill requirements from local authorities, partners, and banks

For support with investment certificate amendments in Vietnam, 68 SOLUTIONS provides comprehensive and reliable legal services tailored to your needs. Contact our consulting team today to ensure accuracy, efficiency, and full compliance.

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68Solutions – Legal & Travel

Consulting & Partnerships Department

Address: 6th Floor, 117 Hoang Cau Street, Dong Da Ward, Hanoi, Vietnam

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Hotline/ WhatsApp/ Zalo: (+84) 935 595 536

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