The investment registration certificate (IRC) is a key approval that foreign investors need to obtain when investing and establishing a company in Vietnam. The IRC records important details about the investment project such as the investor, project name, investment capital, project implementation plan, and more. To apply for the IRC, the investor needs to submit documents including application letter, proof of investor qualifications, investment project proposal, evidence of financial capacity, land use proposal, and others. The timeline to obtain the IRC can range from 6 months to 1 year depending on project industry, size and approvals needed. After obtaining the IRC, the foreign investor can then apply for the Enterprise Registration Certificate to formally establish the company.
IRC Approval Demonstrates Investor Qualifications and Project Viability
The Investment Registration Certificate (IRC) serves an important gatekeeping function for Vietnam. The provincial Departments of Planning and Investment, industrial zone authorities, and others, have the duty to screen incoming foreign investment projects. They will assess criteria such as: the investor’s legal status and financial position; compatibility of the project with local economic development goals in the near and long term; the investor’s technological capabilities; potential for environmental pollution; land use plans and land clearance/compensation schemes. Essentially, the investor must demonstrate on paper that they have the financial resources, concrete plans, and technical capacity to successfully implement the investment project they are proposing. The viability of the project itself will also undergo scrutiny before the IRC can be issued. While the standard timeline is meant to be 15 working days from receipt of complete application documents, in practice obtaining the IRC often takes longer due to rigorous reviews by authorities.
Typical IRC Application Documents
To apply for the Vietnam Investment Registration Certificate, the foreign investor needs to prepare and submit a standard set of documents to the relevant authorities. This includes: Application letter; Proof of investor qualifications such as licenses and certificates; Investment project proposal with details on purpose, scope, scale, capital, and implementation timeline; Evidence of financial capacity like financial statements, bank commitment letters, guarantee letters, etc.; Land use proposal and documents showing land lease rights or allocation from industrial park operator; Technology application documents for projects involving restricted technologies listed in Vietnam’s technology catalog. Some large projects may also require an Investment Policy Approval (IPA) before the IRC application can be submitted. Obtaining the IPA first can add anywhere from 6 months to 1 year to the overall timeline.
Enterprise Registration after IRC to Formally Establish Company
With IRC approval in hand, the foreign investor can proceed to formally establish the company entity through applying for an Enterprise Registration Certificate (ERC). This will record key details like company name, type of business entity, registered address, charter capital, company representative, shareholders, etc. Compared to the IRC process, applying for ERC through the National Business Registration Portal is faster, usually taking 3 working days after submitting complete documents. These typically include company charter, shareholder corporate documents, IRC copy, application letter, and others. After securing ERC, within 90 days the investor needs to contribute subscribed capital. Then within first year, must carry out additional post-formation steps e.g. making company seal, registering employees for social insurance, and more.
The Investment Registration Certificate is the key approval foreign investors need from Vietnam authorities to demonstrate qualifications and get greenlight on proposed investment project. Typical application documents, review criteria, and process flow are covered above. With IRC secured, investor can then establish company entity through applying for Enterprise Registration Certificate.