IRC adjustment is the procedure every operating foreign-invested project eventually needs, and the one most often left too late. Decree 96/2026/ND-CP, effective 31 March 2026, governs how the investment registration certificate is amended – and the practical rule is simple: the certificate must describe the project as it actually is, not as it was conceived.
When IRC adjustment is required
Any change to the content recorded in the certificate triggers it. In practice five changes dominate. Capital – increases to fund expansion, or reductions where the original figure proved unrealistic. Business objectives and scale, where the project adds product lines or capacity. Project location or land area. Implementation schedule, where construction or disbursement milestones slip. And investor identity, following a share transfer or group reorganisation.
The last is the one that catches groups out. A transaction executed at parent level abroad can change the recorded investor of a Vietnamese project, and the local certificate does not update itself.
Why delaying IRC adjustment is expensive
An outdated certificate is not a dormant problem. It is inspected during tax audits, examined in due diligence when the company is sold, checked when applying for incentives, and required to be current when any further amendment is filed. A group that has operated for three years outside its recorded schedule discovers all of this at once, usually in the middle of a transaction, as our legal due diligence guide describes.
Schedule adjustments deserve particular attention. Where a project falls behind its registered implementation timetable, the correct response is to amend rather than to continue and hope, because the recorded schedule is the benchmark against which performance and any security are measured.
How the IRC adjustment process works
Filing runs through the National Investment Portal covered in our portal guide, with the dossier composition depending on what is changing. Decree 96/2026 also eases the documentary burden: a valid copy now includes copies generated from national databases where the original information sits in the population, business registration, investment or specialised databases, which removes several certification steps.
Where the amendment affects matters that were subject to investment policy approval, the approval itself may need revisiting before the certificate can be amended – a sequencing point worth confirming before committing to a completion date.
Coordinating IRC adjustment with enterprise records
The certificate and the enterprise registration record must stay consistent. A capital increase, an address change or a change of legal representative typically touches both, and the draft decree amending Decree 168/2025 would let registrars draw from national databases rather than requiring copies – see our business registration guide.
The practical discipline is an annual review: compare the certificate against actual operations, list the divergences, and file one consolidated amendment rather than a series of reactive ones.
IRC adjustment FAQs
How long does it take?
Straightforward amendments are measured in weeks; those touching approved policy or land run longer. Building the timeline into transaction schedules rather than assuming a formality is the discipline that avoids delayed closings.
Can several changes be combined?
Yes, and consolidating them is usually faster and cheaper than sequential filings – provided the dossier addresses each change on its own terms.
What about market access when objectives change?
Adding business lines reopens the market access analysis for foreign investors, covered in our market access guide. Texts are published via the Ministry of Finance.
Building an IRC adjustment calendar
Companies that manage this well treat it as a scheduled compliance item rather than an event. Once a year, finance and legal compare the certificate against reality on five axes – capital contributed versus registered, actual activities versus registered objectives, site and area, implementation progress versus schedule, and ownership versus recorded investor. Divergences are listed, and a single consolidated amendment is filed.
The alternative pattern – reacting when a bank, auditor or buyer raises the point – is the one that produces urgent filings at the worst possible moment. An IRC adjustment prepared calmly takes weeks; the same amendment demanded as a condition precedent to a closing takes the same weeks, but with a transaction waiting on it.
Groups with several Vietnamese entities should also assign one owner for the portfolio. Certificates drift independently, and the entity nobody is responsible for is invariably the one that turns out to be furthest from its registered position.
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.
