The investment registration certificate Vietnam issues to a foreign-led project is not a permit to be filed away after closing. It defines the regulatory perimeter of the project: the objectives the investor may pursue, the capital it has committed, the site it may use and the schedule against which regulators will later measure performance. Activity outside that perimeter is, in substance, an unregistered project. Under Article 29.2 of the Law on Investment 2025, implementing a project that requires an IRC without one is a breach, not a formality.
The regime changed materially on 1 March 2026. Law No. 143/2025/QH15 and its implementing Decree 96/2026/ND-CP moved the filing desk to the provincial Department of Finance, introduced a 10-working-day track for projects outside the investment policy approval regime, and relaxed financial capacity evidence. This guide sets out, for in-house counsel, the legal trigger, the competent authority, the dossier, the timeline and the risk points that typically determine whether a filing clears first time.
Regulatory update as of 10 October 2026: Circular 55/2026/TT-BTC (effective 15 May 2026) replaced the earlier BKHDT form circulars, and Circular 38/2026/TT-NHNN (effective 18 August 2026) replaced Circular 06/2019/TT-NHNN for the capital account that follows the IRC. Dossiers prepared on old forms or old account assumptions should be re-checked before filing.
When an investment registration certificate Vietnam filing is required
The first question is whether the project falls within the IRC regime at all. The answer turns on who the investor is, not on the project’s size or sector.
Article 26.1: who needs an investment registration certificate Vietnam
Article 26.1 of the Law on Investment No. 143/2025/QH15 (“LOI 2025”) requires an IRC for:
- projects of foreign investors, meaning foreign-national individuals or organisations established under foreign law (Article 3.19); and
- projects of economic organisations falling within Article 20.1.
Article 26.5 delegates dossier and procedure to the Government (Decree 96/2026/ND-CP). In practice the certificate is project-specific: one investor may hold several IRCs, one per project, each with its own objectives, capital and schedule.
Article 20.1 look-through
An economic organisation is treated as a foreign investor for new projects and capital contributions where foreign investors hold more than 50% of charter capital, directly or through another Article 20.1 entity, or, for partnerships, where most general partners are foreign. Counsel should therefore map the full ownership chain, not only the immediate register. A Vietnamese company owned 60% by a locally incorporated vehicle that is itself majority foreign-owned will usually fall within Article 20.1, so its new project needs its own investment registration certificate Vietnam filing.
Two corollaries matter in practice. First, Article 20.3 allows an existing foreign-invested enterprise to implement a new project without establishing a new entity; it applies for an IRC for that project. Second, a company at or below the 50% threshold is treated as domestic under Article 20.2 and does not need an IRC for new projects.
Exclusions and the share-deal route
Article 26.2 excludes domestic investors, Article 20.2 organisations and investment by capital contribution or share purchase. Acquiring an interest in an existing Vietnamese company therefore does not itself require an investment registration certificate Vietnam authorities issue, although prior registration under Article 21.3 may apply; our series article on capital contribution registration covers that route.
Sequencing is a separate question. Article 19.2 now permits a foreign investor to incorporate before obtaining the IRC, provided market access conditions are met at incorporation. The structuring consequences are covered in our series article on incorporating before the IRC; they do not displace the Article 29.2 requirement to hold the IRC before implementation.
Investment registration certificate Vietnam: Department of Finance or zone board
Filing with the wrong authority typically results in the dossier being returned, so allocation must be checked against the precise site.
Allocation under Article 27
- Management boards of industrial zones, export processing zones, hi-tech zones and economic zones handle projects located within those zones.
- The provincial Department of Finance handles projects outside such zones.
- Article 27.3 governs projects spanning more than one province.
For in-zone manufacturing projects, counsel should also evaluate the optional special investment procedure under Article 28, which replaces several ex ante approvals with written undertakings. It is excluded for projects requiring investment policy approval.
The post-merger provincial landscape
From 1 July 2025 the former Departments of Planning and Investment were merged into the Department of Finance, districts were abolished and the country was reorganised into 34 provinces and centrally run cities. Addresses in the dossier must use the new ward or commune and province names. Internal workflows between investment and enterprise registration units within each Department of Finance may differ by province [State Authority Practice / Verification Required]; a pre-filing consultation is advisable for first-time projects in a province.
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The IRC application dossier for an investment registration certificate Vietnam
The complete article-by-article dossier list in Decree 96/2026 could not be verified for this note [State Authority Practice / Verification Required]. The table reflects the statutory structure, the forms in Circular 55/2026 and filing practice.
Core documents and common defects
| Document | Basis | Typical defect | Risk | Mitigation |
|---|---|---|---|---|
| Application to implement the project | Circular 55/2026, Form I.1.1 | Superseded form used | Medium | Use current annex form |
| Investor legal status documents | Decree 96/2026, Art. 5 | Translation inconsistent with corporate name | Medium | Single certified glossary for names |
| Financial capacity evidence | Decree 96/2026, Art. 6.7 | Evidence below committed capital | High | Parent support letter sized to contribution |
| Project proposal | Circular 55/2026, Forms I.1.2/I.1.3 | Vague objectives; unrealistic schedule | High | Align with market access and site status |
| Site documents (lease or MOU) | Decree 96/2026, Art. 39.3 | Lessor lacks lawful right to lease | High | Title diligence on lessor |
| Technology explanation (if applicable) | Decree 96/2026, Art. 39.3 | Omitted for manufacturing | Medium | Confirm applicability early |
All documents must be in Vietnamese or accompanied by a Vietnamese translation (Decree 96/2026, Article 5). Legalisation requirements for foreign documents are addressed separately in this series.
Financial capacity after Decree 96/2026
Article 6.7 of Decree 96/2026 makes two changes of real value to a newly formed holding vehicle seeking an investment registration certificate Vietnam: audited financial statements for the last two years are no longer required, and parent-company financial support commitments need not state a validity period. Evidence should still be proportionate to the committed contribution, because adequacy remains for the registration authority.
The project proposal inside an investment registration certificate Vietnam filing
The business team usually drafts the project proposal, but its content becomes binding through the IRC: objectives, scale, capital, phasing and land needs are mirrored in the certificate and later used to assess delayed implementation. Where incentives are claimed, Article 24 of Decree 96/2026 provides that incentives are self-applied on the basis of the investment registration document, so inaccuracies have tax consequences. A useful discipline is to treat the project proposal as a draft of the certificate itself: if a statement would be uncomfortable as a binding term of the investment registration certificate Vietnam authorities issue, it should not appear in the proposal. Disbursement thresholds in Articles 19 and 21 of Decree 96/2026 should be reconciled with the capital schedule before filing.
Forms under Circular 55/2026
Circular 55/2026/TT-BTC, effective 15 May 2026, replaces Circulars 03/2021/TT-BKHDT, 25/2023/TT-BKHDT and 06/2025/TT-BKHDT. The relevant forms are I.1.1 (application to implement the project), I.1.2/I.1.3 (project proposal), I.1.5 (IRC application) and, post-issuance, I.3.1 and I.3.2 (quarterly and annual implementation reports) [Verification Required: confirm codes against the official annex]. Valid dossiers filed on old forms before 15 May 2026 continue to be processed.
IRC processing time
The statutory IRC processing time for an investment registration certificate Vietnam runs from receipt of a valid dossier. It does not capture document preparation, translation, site negotiation or any supplementation period.
The Article 39.3 conditions
Under Article 39.3 of Decree 96/2026/ND-CP, for a project not subject to investment policy approval, the IRC is issued within 10 working days of a valid dossier where all of the following hold:
- the sector is not prohibited;
- the site can be verified through land-use documents;
- the project is consistent with planning;
- any provincial density or labour thresholds are met;
- the foreign investor satisfies market access conditions; and
- technology conditions, if applicable, are met.
These conditions apply from 15 May 2026 [Verification Required]. Projects listed in Article 24 LOI 2025 follow the policy approval route first (a separate series article), and the market access limb is analysed in our article on market access conditions.
Procedural safeguards in Decree 96/2026
Article 6 of Decree 96/2026 gives counsel these safeguards:
- a receipt notice within 2 working days;
- supplementation may be requested once, in writing;
- time for supplementation, explanation or administrative penalties is excluded from the processing period;
- refusals must be in writing with reasons;
- a consulted agency that fails to respond on time is deemed to agree (Article 6.6(b)); and
- electronic filings require a digital signature, with paper prevailing in case of inconsistency.
The single-request rule cuts both ways: because the authority has one chance, a weak IRC application dossier rarely receives a narrow query.
Risk matrix for counsel
| Issue | Legal position | Commercial impact | Risk | Mitigation |
|---|---|---|---|---|
| Implementing before the investment registration certificate Vietnam issues | Breach of Art. 29.2 LOI 2025 | Penalties; contracts and imports exposed | Fatal | Gate all operational steps on IRC |
| Sector closed or conditional for foreigners | Art. 8 LOI 2025; Decree 96/2026 Appendix I | Refusal or forced restructuring | High | Pre-filing market access memo |
| Site without verifiable land documents | Art. 39.3 condition | Loss of 10-day track | High | Lessor title diligence; conditional lease |
| Misjudging policy approval trigger | Arts. 24–25 LOI 2025 | Wrong procedure; months lost | High | Screen against Art. 24 categories |
| Under-sized capital | IRC content binds disbursement | Early amendment; DICA mismatches | Medium | Model 3–5 year capex before filing |
| Deposit omitted for land-based project | Art. 30 LOI; Arts. 26–27 Decree 96/2026 | Termination risk (Art. 36.2(e)) | Medium | Budget 3% / 2% / 1% |
Hypothetical scenario: A Singapore holding company (itself wholly owned by a European group) plans a precision-component plant on leased land outside any industrial zone. The lessor’s land-use certificate covers a different purpose, so the Department of Finance cannot verify the site, the Article 39.3 track is unavailable and a supplementation request issues while the lessor regularises the land.
Counsel’s takeaway: make the lease conditional on regulatory approval and complete title diligence before the IRC application dossier is finalised.
Transitional issues and the 2027 horizon
Under Article 52.14 LOI 2025, valid dossiers received before 1 March 2026 continue under the 2020 law, subject to exceptions. New filings for an investment registration certificate Vietnam are governed by LOI 2025, Decree 96/2026 and Circular 55/2026.
Looking ahead, Law No. 24/2026/QH16 takes effect mainly on 1 March 2027 and replaces the conditional business lines appendix with a new list of 137 lines; pending applications for repealed lines will be halted or returned. Test early-2027 filings against both lists.
After the investment registration certificate Vietnam issues
Counsel should diarise the obligations attached to the certificate on the day it is received. Issuance starts the compliance clock: opening the foreign investment capital account (DICA, now regulated by Circular 38/2026/TT-NHNN, which replaced Circular 06/2019/TT-NHNN from 18 August 2026), capital contribution, tax registration, sub-licences and reporting on Forms I.3.1/I.3.2. Any change to objectives, capital, investor or schedule will require an amendment; our series article on amending an investment registration certificate covers that.
Whether a filing qualifies for the 10-working-day track depends on facts no checklist captures: ownership chain, sector classification, land status and provincial thresholds.
IVLF prepares a Pre-filing red-flag review and a complete IRC filing pack, coordinated with our company incorporation in Vietnam and projects and infrastructure practices, with site diligence through our real estate team.
Confidential consultation: (+84) 936 726 065 · info@ivlf-advisors.com.
Planning Your Market Entry into Vietnam?
Foreign ownership restrictions and capital account regulations vary significantly by industry sector. Send your proposed business scope and target timeline to our Corporate Practice Team via WhatsApp or Email for a complimentary 24-hour Feasibility & Regulatory Check.
Frequently Asked Questions
Does an investment registration certificate Vietnam requirement apply to a 49% foreign-owned company?
Generally no. An organisation with foreign ownership of 50% or less is treated as domestic under Article 20.2 LOI 2025 and is excluded from the IRC requirement by Article 26.2, unless indirect holdings push foreign ownership above 50%.
What is the IRC processing time in 2026?
An investment registration certificate Vietnam issues within 10 working days of a valid dossier (Article 39.3, Decree 96/2026) where no policy approval is needed and site, planning and market access conditions are met. Supplementation time is excluded.
Which authority receives the IRC application dossier?
For an investment registration certificate Vietnam, the zone management board for projects inside industrial, export processing, hi-tech or economic zones; otherwise the provincial Department of Finance, under Article 27 LOI 2025.
Are audited financial statements still required?
No. For an investment registration certificate Vietnam filing, Article 6.7 of Decree 96/2026 removes the requirement for audited financial statements for the last two years, and parent support commitments need not state a validity period.
Can the registration authority request supplementation more than once?
No. Article 6 of Decree 96/2026 permits one written supplementation request for an investment registration certificate Vietnam filing. Supplementation time is excluded from processing, and refusals must be written and reasoned.
Conclusion
Treat the investment registration certificate Vietnam issues as the project’s regulatory constitution. Before filing, confirm the Article 20.1 position across the ownership chain, verify the site’s land documents, screen for Article 24 policy approval and lock one capital and timeline schedule across the proposal, application and charter. Those four steps decide whether the 10-working-day track is realistic for your investment registration certificate Vietnam filing.
This article provides general information on Vietnamese law as of 10 October 2026. It is not legal advice for any specific matter and should not be relied on without advice on your particular facts.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
