In Vietnam, what are IRC and ERC? What are the first procedures carried out in case of changing the enterprise's headquarters address on both IRC and ERC?
In Vietnam, what are IRC and ERC?
The IRC and ERC terms are used quite commonly. Specifically, in the Law on Investment 2020 and the Law on Enterprises 2020, there are definitions of IRC and ERC as follows:
IRC standing for Investment Registration Certificate means a physical or electronic document bearing information registered by an investor about an investment project (Clause 11, Article 3 of the Law on Investment 2020).
ERC standing for Enterprise Registration Certificate means a physical or electronic document bearing enterprise registration information provided for the enterprise by a business registration authority (Clause 15, Article 4 of the Law on Enterprises 2020).
What are the contents of IRC and ERC in Vietnam?
IRC and ERC include the contents specified in the Law on Investment 2020 and the Law on Enterprises 2020:
The contents of the Investment Registration Certificate (IRC) are specified in Article 40 of the Law on Investment 2020, including:
- Name of the investment project.
- The investor.
- Investment project code.
- Location and land area of the investment project.
- Objectives and scale of the project.
- Capital investment in the investment project (including the investor's contributed capital and raised capital).
- Duration of the investment project.
- Project execution schedule, including:
+ Capital contribution and capital raising schedule;
+ Schedule of achievement of primary operational objectives of the investment project; execution schedule of each stage (if the project is divided into multiple stages);
- Investment incentives or investment assistance, and bases or conditions for application thereof (if any).
- Conditions applied to the investor executing the investment project (if any).
The contents of the Enterprise Registration Certificate (ERC) are specified in Article 28 of the Law on Enterprises 2020, including:
- The enterprise’s name and EID number;
- The enterprise’s headquarters address;
- Full name, signature, mailing address, nationality and legal document number of the legal representative (for limited liability companies and joint stock companies), each partner (for partnerships), the owner (for sole proprietorships). Full name, mailing address, nationality and legal document number of each member that is an individual; name, EID number and headquarters address of each member that is an organization (for limited liability companies);
- The charter capital (or investment capital if the enterprise is a sole proprietorship).
Thus, IRC and ERC include the contents specified in the above two regulations.
What are the first procedures carried out in case of changing the enterprise's headquarters address on both IRC and ERC in Vietnam?
Under Clause 2, Article 47 of Decree 01/2021/ND-CP :
Registration of relocation of headquarters address
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2. In case of relocation of its headquarters address, the enterprise shall send an application for changes to enterprise registration information to the Business Registration Office of the place where it will be headquartered. The application includes the following documents:
a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;
b) The resolution or decision of the owner of the single-member limited liability company, the resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company on relocation of the enterprise’s headquarters address.
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Under Clause 1, Article 44 of Decree 31/2021/ND-CP, Clause 2, Article 47 of Decree 31/2021/ND-CP:
Procedures for adjusting investment projects subject to approval for their investment guidelines by the Prime Minister
1. The investor shall submit 08 sets of application to the Ministry of Planning and Investment. The application includes:
a) An application form for adjustment of the investment project;
b) A report on investment project’s progress by the time of adjustment;
c) The investor’s decision on investment project adjustment if the investor is an organization;
d) Explanation or documents relating to the adjustment of the contents specified in Points b, c, d, dd, e, g and h Clause 1 Article 33 of the Law on Investment (if any).
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Procedures for adjusting investment projects issued with investment registration certificates and not subject to approval for their investment guidelines
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2. If the adjustment of an investment project is not made in the case specified in Clause 1 of this Article, the investor shall submit 01 application specified in Clause 1 Article 44 hereof to the investment registration authority. Within 10 days from the receipt of the valid application, the investment registration authority shall adjust the investment registration certificate.
First of all, there is currently no regulation guiding the order of adjusting the investment registration certificate and the business registration certificate upon changing the headquarters address of an enterprise.
Only the provisions of Article 128 of Decree 31/2021/ND-CP guide carrying out procedures for adjustment related to enterprises before adjustment related to investment.
However, Article 128 of Decree 31/2021/ND-CP guides the case where the enterprise has an investment registration certificate that is also a business registration certificate issued under the old regulations (around the period of 2005).
This regulation does not apply to the case where an investment registration certificate and an enterprise registration certificate are issued separately.
Although there is no specific regulation on the first procedures, according to the opinion of the Advisory Board, it is necessary to make adjustments to the investment registration certificate before adjusting the enterprise registration certificate since the initial enterprise registration application includes an investment registration certificate, i.e. the investment registration certificate is one of the bases for issuing an enterprise registration certificate.
At the same time, foreign investors executing projects in Vietnam must carry out the investment procedures before the business procedures.
In fact, the Department of Planning and Investment may provide other guidance and allow to carry out the above procedures at the same time. Therefore, you should discuss this matter with the Department of Planning and Investment for more information.
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