Amendment of the Investment Registration Certificate (IRC): Key issues enterprises should note under the new regulations

During the implementation of an investment project, enterprises often encounter the need to modify the project location, investment capital, operational objectives, or implementation schedule. However, many businesses focus solely on carrying out procedures related to their business operations without reviewing their obligation to amend the Investment Registration Certificate (IRC) to reflect such changes. Failure to amend the IRC in cases where registration is required not only exposes enterprises to the risk of administrative penalties but may also affect subsequent investment procedures associated with the project. This article analyzes several important issues that enterprises should take into consideration when carrying out procedures for amending their IRC.

Illustration

1. Not every change made by an enterprise requires an IRC amendment, but every change to an investment project should be reviewed

Clause 2, Article 33 of the Law on Investment 2025 provides that an investor must carry out procedures for amending IRC when an adjustment to the investment project results in changes to the project’s key contents. However, the current legal framework does not provide a specific definition of what constitutes the “key contents” of an investment project. Consequently, in practice, the obligation to amend an IRC is generally determined based on the information recorded in the IRC and the regulatory significance of such information to the investment project.

Pursuant to Article 37 of Decree No. 96/2026/ND-CP, an IRC records the fundamental information of an investment project, including the investor, project name, project location, operational objectives, project scale, investment capital, implementation schedule, and project duration.

From a regulatory perspective, these are the core elements upon which the investment registration authority assesses the project’s compliance with planning requirements, investment conditions, implementation feasibility, and local investment management policies. Therefore, when any of these elements are modified, the competent authority may need to reassess the project’s compliance and suitability through the IRC amendment procedure.

In practice, the following circumstances commonly trigger the obligation to amend the IRC:

• Changes to investor information or the project name;
• Changes to the project implementation location;
• Addition of, or changes to, the project’s operational objectives;
• Adjustments to the project scale;
• Increases or decreases in investment capital;
• Modifications to the project implementation schedule;
• Extension of the project’s operating term.

Enterprises should note that completing procedures for amending the ERC or obtaining amendments to other relevant licenses does not automatically satisfy the obligation to amend the IRC.

2. An IRC amendment is not merely an administrative information update

Many investors and enterprises assume that the procedure for amending an IRC is merely an administrative process intended to update changes to an investment project. In practice, however, the review of amendment applications often serves as an opportunity for the investment registration authority to reassess the project’s legal compliance and its actual feasibility. This is particularly evident in cases involving amendments to project objectives, project implementation locations, or investment capital, where certain issues are subject to more rigorous scrutiny by the competent authority.

First, the project implementation location

Where an amendment involves a change to the project implementation location, the enterprise is generally required not only to provide documentation evidencing its lawful right to use the proposed premises but also to demonstrate that the location is suitable for the intended business activities. In addition to manufacturing and warehousing projects, the investment registration authority has recently adopted a more stringent approach toward service activities that require specific premises and physical facilities for actual operation, such as accommodation services, food and beverage services, educational services, maintenance services, and equipment repair services.

Accordingly, enterprises may be requested to provide explanations regarding the functional use of the premises, land-use purposes, fire prevention and firefighting compliance, and the ability of the proposed location to satisfy sector-specific business conditions applicable to the intended activities.

Second, compliance with market access conditions applicable to foreign investors

Where an amendment involves the addition of new project objectives or the expansion of business activities, the investment registration authority will typically reassess the applicable market access conditions for foreign investors. In many cases, the newly proposed activities may fall within conditional business sectors or sectors subject to market access restrictions under Vietnam’s international commitments. In such circumstances, the enterprise must prepare explanatory documents and supporting evidence demonstrating compliance with the relevant legal requirements and market access conditions.

Third, the appropriateness of the investment capital structure

Where an amendment concerns investment capital, the investment registration authority generally examines the relationship between the total investment capital, project scale, project objectives, and the actual implementation status of the investment project. In cases involving an increase in investment capital, the enterprise may be required to clarify the necessity of the capital increase, the proposed utilization of the additional capital, and the consistency between the adjusted capital amount and the scale of the project’s operations. In certain circumstances, a capital increase may also be associated with an expansion of project objectives, an increase in project scale, or an adjustment to the project implementation schedule.

Conversely, applications for a reduction in investment capital are often subject to more extensive review. Enterprises may be requested to explain the reasons for the capital reduction, the proposed capital structure following the adjustment, and to demonstrate that the reduction will not adversely affect the project’s ability to be implemented, operated, and further developed in the future.

In practice, the investment registration authority does not merely assess whether the investment capital is being increased or reduced. Rather, it evaluates the overall reasonableness of the post-amendment capital structure to ensure that it remains consistent with the project’s scale, business activities, and actual operational requirements.

3. The challenges enterprises commonly face often lie beyond the IRC amendment dossier

Practical experience indicates that most difficulties encountered during an IRC amendment process do not arise from the amendment dossier itself. Rather, they stem from related legal obligations that have not been fully complied with prior to the submission of the amendment application.

Outstanding investment reporting obligations

One of the most common reasons for delays in the processing of an IRC amendment application is an enterprise’s failure to fully comply with statutory investment reporting requirements, including investment monitoring and evaluation reports and periodic reports on the implementation status of the investment project. Although these reporting obligations are legally separate from the IRC amendment procedure, the investment registration authority will typically review the project’s compliance status as part of its assessment of the amendment application.

In practice, many foreign-invested enterprises fail to submit the required reports for several consecutive years due to a lack of awareness of these obligations. When an IRC amendment becomes necessary, the enterprise is often required to review, supplement, and complete all outstanding reporting data before the application can proceed to further stages of review and processing.

Lack of consistency between the IRC and other licenses

Amendments to an investment project frequently trigger a range of related legal procedures, including amendments to the ERC, business licenses, land-related documentation, construction permits, or environmental approvals. Where the information contained in these documents is inconsistent or has not been updated to reflect the proposed changes, the investment registration authority may request additional explanations or supporting documentation before proceeding with the application.

For this reason, enterprises should approach an IRC amendment as part of a comprehensive review of the project’s overall legal documentation rather than focusing solely on the investment registration procedure itself.

Practical difficulties in executing electronic signatures for online filings

As administrative procedures increasingly transition to digital platforms, foreign investors and enterprises may encounter practical challenges when filing IRC amendment applications online, particularly with respect to electronic signature requirements. In practice, many foreign investors do not possess a legally recognized digital signature in Vietnam and must undertake additional registration procedures to obtain one, resulting in additional time and costs. Furthermore, the acceptance and processing of electronic applications in cases where a valid digital signature is not yet available may vary among local authorities, potentially affecting the timeline for completion of the procedure. Accordingly, enterprises should proactively verify the specific filing requirements of the relevant investment registration authority before initiating the amendment process in order to minimize potential procedural obstacles and delays.

4. Legal risks of failing to amend the IRC in compliance with applicable regulations

From a risk management perspective, failure to amend an IRC when required may affect not only the legal status of the investment project but also expose the enterprise to administrative sanctions.

Pursuant to Decree No. 122/2021/ND-CP, an enterprise that fails to carry out IRC amendment procedures despite changes to the registered contents of its investment project may be subject to an administrative fine ranging from VND 70,000,000 to VND 100,000,000 and may be required to complete the necessary amendment procedures in accordance with applicable regulations.

In addition, violations relating to investment reporting obligations may also result in administrative penalties of up to VND 50,000,000, depending on the nature and severity of the violation. Common violations include:

• Failure to submit investment monitoring and evaluation reports on time or failure to include the required contents in such reports: Administrative fines ranging from VND 20,000,000 to VND 30,000,000 may be imposed, together with an obligation to supplement any missing information in the relevant reports.
• Failure to comply with periodic investment monitoring and evaluation reporting requirements: Administrative fines ranging from VND 20,000,000 to VND 30,000,000 may be imposed, together with an obligation to fulfill the applicable reporting requirements.
• Failure to submit investment activity reports, or submission of such reports beyond the prescribed deadlines: Administrative fines ranging from VND 30,000,000 to VND 50,000,000 may be imposed, together with an obligation to complete the required investment activity reporting procedures.
• Submission of inaccurate or misleading information regarding investment activities: Administrative fines ranging from VND 30,000,000 to VND 50,000,000 may be imposed.

Importantly, the most significant risk often does not arise from the monetary penalties themselves. Rather, it stems from the possibility that future investment-related procedures may be delayed or suspended until the enterprise has fully remedied any outstanding legal compliance issues associated with the investment project.

5. Recommendations

From a practical standpoint, enterprises should not regard an IRC amendment as a standalone administrative procedure. Instead, it should be viewed as an opportunity to conduct a comprehensive review of the overall legal status of the investment project.

Before implementing any changes to an investment project, enterprises should simultaneously assess applicable investment conditions, reporting obligations, the legal status of the project implementation location, and the consistency between the IRC and other relevant licenses and approvals.

Early preparation of the application dossier, thorough assessment of all compliance requirements, and proper identification of the applicable regulatory scope from the beginning can substantially mitigate the risk of requests for clarification, prolonged processing times, and other avoidable legal risks throughout the course of an enterprise’s investment activities in Vietnam.

This article is prepared by Vy Le with consultation from Lawyer Y Huynh.

This article is for general informational purposes only and does not constitute legal advice for any specific case. The legal provisions cited herein are effective as of the date of publication but may have been amended, supplemented, replaced, or expired at the time of reference. Readers are advised to seek professional legal advice before application.