The investment registration certificate is the document that turns a foreign investment plan into a licensed Vietnamese project, and Decree 96/2026/ND-CP – issued and effective on 31 March 2026 – rewrote how it is obtained. For projects that do not require investment policy approval, the decree fixes both a checklist of six conditions and a statutory deadline of ten working days.
The six conditions for an investment registration certificate
Article 39(3) of Decree 96/2026/ND-CP provides that the investment registration authority consults local state management agencies where necessary and issues the certificate within ten working days of receiving a valid dossier, where the project satisfies all of the following.
First, the project is not in a sector where business investment is prohibited under Article 6 of the Law on Investment or under an international investment treaty. Second, the project location is determined – through land use right information the authority can search in the national database, a valid copy of land use right papers, a valid copy of a location lease agreement, or other documents establishing the right to use the site.
Third, the project conforms with planning as defined in Article 32(7) of the decree, examined in our planning conformity guide. Fourth, it meets the investment rate per unit of land area set by the provincial People’s Committee – based on local conditions and passed by the Standing Committee of the Provincial People’s Council, where such a rate exists – and any labour headcount condition. Fifth, it meets the market access conditions applicable to foreign investors, covered in our market access guide. Sixth, it meets technology conditions for projects subject to a technology opinion under technology transfer law.
Why the investment registration certificate rules changed
The older regime left investors negotiating unwritten expectations with provincial authorities. By listing the conditions and attaching a deadline, the decree converts a discretionary assessment into a checklist an applicant can prepare against – and, importantly, one an applicant can dispute if refused on grounds outside the list.
What a valid dossier now means
Decree 96/2026 defines a valid dossier as one containing all required documents with their contents fully declared. It also redefines a valid copy to include copies generated from national databases where the original information is stored in the population, business registration, investment or specialised databases. In practice this removes several certification steps that previously added weeks, and it explains why the ten-working-day clock is credible.
Applications are filed through the National Investment Portal, which handles both the investment registration certificate and the outward equivalent, and publishes market access conditions for foreign investors – see our portal guide.
Preparing an application that clears in ten days
Four preparation steps decide whether the deadline is met. Confirm the sector position before anything else, since a prohibited or restricted line ends the analysis. Secure documentary evidence of the site early – the location condition is the most common cause of rejection. Check the provincial investment rate per hectare and any labour requirement, because these vary by province and are frequently overlooked by investors working from national guidance. And prepare the technology description where a technology opinion may be triggered.
Where the project does require investment policy approval, a different track applies, set out in our investment policy approval guide, and certain qualifying projects may use the faster route in our special investment procedure guide.
Investment registration certificate FAQs
Can a company be established before the certificate?
Yes. Under the current Law on Investment a foreign investor may establish an economic organisation before obtaining or adjusting the certificate, with a market access commitment included in the enterprise registration application – our business registration guide explains the sequencing.
What if conditions change after issuance?
Changes to the certificate content run through an adjustment procedure covered in our IRC adjustment guide. Official texts are published via the Ministry of Finance.
Does the ten-day period include consultation?
The decree contemplates consultation with local agencies where necessary within the process. Applicants should still plan for practical variation between provinces rather than assuming a uniform experience.
Investment procedure guides from our team
- Investment registration certificate: 6 conditions, 10 days
- Investment policy approval: 4 triggers to screen
- Special investment procedure: the fast track
- Planning conformity: clearing the test
- Market access conditions for foreign investors
- Project security deposit and guarantees
- IRC adjustment: 5 triggers not to delay
- National Investment Portal: faster filing
- Outward investment certificate under Decree 103
- Outward investment approval: file elements
- Outward investment capital: sources and uses
- Capital repatriation: protecting your ceiling
- M&A approval application: 4 steps
- FDI outbound investment from Vietnam
- Non-cash capital contribution: asset families
- Project transfer, division and merger
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.
