Procedures for Applying for an IRC: Step-by-Step Guide for FDI Investors

1. WHAT IS AN IRC?

The Investment Registration Certificate (IRC) is a legal document issued by the Department of Planning and Investment of a province or city, or by the Management Board of an Industrial Park/Economic Zone, to certify the right of an investor to implement an investment project in Vietnam.

Who needs to apply for an IRC?

• Foreign investors wishing to establish an FDI company in Vietnam.
• Vietnamese enterprises with foreign investment capital accounting for 51% or more.
• FDI companies wishing to expand their existing investment projects or change the content of their licensed investment projects.

2. DOSSIER FOR APPLYING FOR AN IRC

To carry out the procedures for applying for an IRC, enterprises need to prepare a complete dossier including the following documents:

✅ Investment project proposal: This document clearly states the basic information about the project, the investor, and includes a commitment to take responsibility for all costs and risks if the project is not approved.

✅ Legal documents of the investor:

• For individuals: Notarized/certified copy of a valid passport.

• For organizations: Notarized/certified copy of the Business Registration Certificate (or equivalent document) and the Company Charter. ✅ Investment project proposal: This document needs to describe the project in detail, including:

• Specific investment objectives of the project.

• Expected scale of the project (e.g., area, capacity, etc.).

• Location of the project implementation (specific address is required).

• Expected total investment capital and capital mobilization plan (equity, loans, etc.).

• Project implementation duration and schedule (main phases).

• Information on the current land use status at the intended project implementation site and proposed land use needs (if any).

• Expected number of labor requirements.

• Proposal for investment incentives (if eligible according to regulations).

• Preliminary assessment of the socio-economic and environmental impacts of the project (if any). ✅ Financial statements or documents proving the investor’s financial capacity:

• For organizations: Audited financial statements of the investor for the latest 02 years.

• For individuals: Bank balance confirmation or other documents proving legal sources of funds and financial capacity to implement the project.

• Other supporting documents (if any): Capital commitment from the parent company (if it is a subsidiary), commitment to financial support from credit institutions, etc. ✅ Documents proving the right to use the project location:

• A notarized or certified copy of the office/land lease agreement (ensuring the lease term is sufficiently long).

• Certificate of land ownership or lawful land use rights of the investor (if any). 📍 Where to submit the dossier:

• The Department of Planning and Investment of the province/city where the project is intended to be implemented, if the project is located outside industrial parks, export processing zones, high-tech zones, and economic zones.

• The Management Board of the Industrial Park/Economic Zone of the province/city if the project is implemented within these zones. ⏳ Processing time:

Typically, the time for competent authorities to consider and issue the IRC is approximately 25 – 35 working days (excluding Saturdays, Sundays, and public holidays).

⚠️ Important note: For conditional business lines or large and complex investment projects, the dossier processing time may be longer due to the need for additional appraisal and feedback from relevant departments and agencies.

3. IMPORTANT NOTES WHEN APPLYING FOR AN INVESTMENT CERTIFICATE

💡 Identify the correct business line:

This is a crucial step. Some business lines in Vietnam may fall under the category of conditional business lines or be restricted for foreign investors. Carefully check the current legal regulations, especially the Law on Investment 2020 and the international commitments that Vietnam has signed (e.g., WTO, CPTPP, EVFTA…).

Example: Fields such as advertising, real estate business, and transportation services may have special conditions regarding the capital contribution ratio, sub-licenses, or requirements for the investor’s capacity.

💡 Demonstrate financial capacity:

Investors need to prepare sufficient documents proving their strong financial capacity to implement the project as committed. This includes:

• Audited financial statements of the investing organization for the latest 02 years (if it is an organization).
• Bank balance confirmation with the bank’s seal, showing sufficient funds to implement the project (usually applied to individual investors).
• Capital support commitment from the parent company abroad (if there is a parent company – subsidiary relationship).
• Other documents that can prove the investor’s financial capacity. 💡 Prepare a legal project implementation location:

Enterprises need to have an office/land lease agreement or other documents proving the lawful right to use the location to be granted an IRC. For some specific industries (e.g., manufacturing), there may also be specific requirements for facilities and premises.

💡 Contribute capital on time:

After being granted the IRC, investors need to make full capital contributions according to the committed schedule, usually within 90 days from the date the permit is issued. Delays in capital contribution may lead to penalties or even the revocation of the investment permit.

💡 Register for tax and fulfill financial obligations:

Immediately after receiving the IRC and the Enterprise Registration Certificate (ERC), FDI enterprises need to promptly register for a tax identification number, proceed with periodic tax declaration, and fully fulfill other financial obligations in accordance with Vietnamese law.

Hopefully, the detailed instructions above will help you prepare best for the process of applying for an Investment Registration Certificate (IRC) to establish an FDI company in Vietnam in 2025. If you have any other questions or need in-depth support, please do not hesitate to contact TPM Tax Agency for dedicated advice!