Vietnam: What is an Investment Registration Certificate (IRC)?

Vietnam: What is an Investment Registration Certificate (IRC)? (Illustration)

1. What is an Investment Registration Certificate (IRC)?

According to Clause 11 Article 3 of Vietnam's Law on Investment 2020, an Investment Registration Certificate is a paper or electronic document recording the investor's registration information about an investment project.

2. Cases in which the investment registration certificate is required

According to Article 37 of Vietnam's Law on Investment 2020, cases in which the investment registration certificate is required include:

- Investment projects of foreign investors;

- Investment projects of the business organizations in one of the following cases:

• Over 50% of its charter capital or more is held by a foreign investor(s) or the majority of the general partners are foreigners if the business organization is a partnership;

• Over 50% of its charter capital or more is held by a business organization(s) mentioned in Point a of this Clause;

• Over 50% of its charter capital or more is held by a foreign investor(s) and a business organization(s).

In addition, Article 37 of Vietnam's Law on Investment 2020 also stipulates cases in which the investment registration certificate is not required:

• Investment projects of domestic investors;

• Investment projects of the business organizations mentioned in Clause 2 Article 23 of Vietnam's Law on Investment 2020;

• Investment in the form of capital contribution, purchase of shares or stakes in a business organization;

3. Time limit for issuance of Investment Registration Certificate in Vietnam

According to Article 38 of Vietnam's Law on Investment 2020, the investment registration agency shall issue the Investment Registration Certificate for investment projects subject to approval of investment policies by the National Assembly, the Prime Minister and the People's Committee. provincial level within the following time limit:

• 05 working days from the receipt of the written approval for investment guidelines and the written approval for investor with respect to the investment project that is subject to issuance of an investment registration certificate;

• 5 days from the receipt of the investor’s investment registration certificate with respect to the investment project other than that specified in above

4. Conditions for being granted an Investment Registration Certificate

According to Article 38 of Vietnam's Law on Investment 2020, for investment projects that are not subject to approval of investment policies by the National Assembly, the Prime Minister and the provincial People's Committee, the investor is granted a Certificate of Registration. investment if the following conditions are met:

• The investment project does not involve any banned business line;

• There is a location for execution of the investment project;

• The investment project is conformable with the planning specified in Point a Clause 3 Article 33 of Vietnam's Law on Investment 2020;

• The investment per m2 (or investment per employee) is not smaller than the minimum requirement.

• Market access conditions applied to foreign investors are satisfied.

5.  The power to issue, adjust and revoke investment registration certificates

According to Article 39 of Vietnam's Law on Investment 2020, the competence to grant, amend and revoke the Investment Registration Certificate includes:

- Management boards of industrial parks, export-processing zones, hi-tech zones and economic zone shall issue, adjust and revoke investment registration certificates with regard to the investment projects located therein,.

- Departments of Planning and Investment shall issue, adjust and revoke investment registration certificates with respect to the investment projects outside industrial parks, export-processing zones, hi-tech zones and economic zones.

- The investment registration authority of the administrative division where the investor executes the investment project, places or intends to place the head office or operating office to execute the investment project shall issue, adjust and revoke investment registration certificates with respect to the following investment projects:

• Investment projects that are executed in at least 02 provinces;

• Investment projects that are executed both inside and outside industrial parks, export processing zones, hi-tech zones and economic zones;

• Investment projects which are executed inside industrial parks, export processing zones, hi-tech zones or economic zones where the industrial park, export processing zone, hi-tech zone or economic zone management boards have not yet been established or which are not under the management of the industrial park, export processing zone, hi-tech zone or economic zone management boards.

6. Contents of investment registration certificate

According to Article 40 of Vietnam's Law on Investment 2020, the contents of the Investment Registration Certificate include:

- 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).

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