Vietnam's dynamic and rapidly growing economy, along with its increasing integration into the global supply chain, has made it a desirable destination for foreign investors seeking lucrative opportunities. Over the past decade, the country has seen a significant uptick in company incorporations, largely fueled by a surge in foreign investments. Notably, Vietnam permits the establishment of companies with 100% foreign ownership.
To establish a company in Vietnam, foreign individuals or entities must register with the appropriate state authorities and obtain the necessary certificates and licenses. These procedures are crucial for safeguarding investor rights and preventing investment fraud. Besides the essential Enterprise Registration Certificate (ERC), another critical document required for setting up a foreign direct investment limited liability company in Vietnam is the Investment Registration Certificate (IRC).
Our incorporation specialists have prepared a comprehensive guide to help you navigate the process of obtaining an Investment Registration Certificate in Vietnam.
An Investment Registration Certificate (IRC) in Vietnam is an essential document issued by the Vietnamese government to foreign investors, available in both physical and electronic formats. This certificate serves as the official record of a registered investment project involving foreign direct investment (FDI). It details information about the investment, including the identity of the investors, the objectives of the investment, the project's duration, and the status of land use if applicable. The IRC Vietnam also outlines the total capital committed to the project, any investment incentives or assistance provided, and specific requirements related to the investment.
According to the Vietnam Law on Investment 2020, the Investment Registration Certificate is a pivotal document that officially records the registered details of an investment project undertaken by foreign investors. It includes detailed information about the investment project, such as the investor's identity, the specifics of the company being established (including its name, structure, and charter capital), and comprehensive details of the project (including its name, location, objectives, scale, capital, and implementation schedule). It also includes documentation of the investor's legal status and financial capability, demonstrated through audited reports, bank statements, or financial guarantees.
To apply for a certificate of investment registration in Vietnam, foreign investors must submit various documents, including:
Investor Information: Details about the investor;
Company Information: Name, type, charter capital, and contribution ratio;
Project Information: Name, location, objectives, scale, capital and plan for capital mobilization, operational term, and implementation schedule;
Legal Documents: Proof of the investor’s legal status;
Financial Proof: Documents proving the financial capability of the investor, such as audit reports, bank statements, or financial guarantees;
Investment Proposal: Details on investor selection, objectives, scale, capital plan, location, duration, schedule, land use, labor needs, investment incentives, socio-economic impact, and preliminary environmental assessment;
Pre-feasibility Study: If required by construction law, this can substitute the investment proposal;
Location Rights: Documents verifying the right to use the land for the project.
BCC Contract: If applicable for certain types of investment projects;
Additional Documents: Any other documents relevant to the project or required by law.
The application process for an IRC Vietnam typically takes between 15 to 45 working days following the submission of a complete dossier. The process begins with an online registration at the government’s FDI portal.
The duration of an Investment Registration Certificate (IRC) in Vietnam corresponds to the operational timeframe of the investment project it covers. The Investment Certificate Authority determines this duration based on the project's goals, scale, location, and operational needs.
According to Article 44 of the Investment Law:
The duration of an investment project starts from the date when the investor receives the decision on investor approval, the decision on approval for both investment guidelines and the investor or the issuance of the certificate of investment registration in Vietnam for the first time. For projects involving land allocated, leased, or repurposed by the State, the duration begins from the date the investor receives the decision on land allocation, leasing, or repurposing. If there are delays in transferring the land, the project duration starts from the date the land is actually transferred on-site.
For businesses in regulated sectors, a separate business license is needed before commencing operations. Examples include:
An application for approval of an investment project in Vietnam comprises several essential components. Here's a concise overview of what is required:
By adhering to these guidelines and preparing the necessary documentation meticulously, investors can streamline the process of securing an IRC in Vietnam, paving the way for successful and compliant business operations within the country.
Obtaining an Investment Registration Certificate (IRC) in Vietnam is a crucial step for foreign investors looking to establish a business presence in the country. The process involves multiple steps and requires comprehensive documentation, ranging from legal and financial proofs to detailed project proposals.
Understanding the requirements and following the prescribed procedures can help investors navigate the regulatory landscape effectively, ensuring a smooth setup and successful operation of their business ventures in Vietnam. With the support of Ascentium Vietnam’s professional services and thorough preparation, foreign investors can leverage Vietnam's growing market and favorable investment environment to achieve their business objectives.