1. What is an adjustment of the Investment Registration Certificate?

According to Article 3.11 of the Law on Investment 2020, the Investment Registration Certificate (the Investment Certificate) is a paper or electronic document that records the investor’s registered information on the investment project.

Adjustment of the Investment Registration Certificate is a procedure that investors are required to carry out at the investment registration authority when there are changes related to the investment project and the information stated in the Investment Registration Certificate, which must be approved and permitted for adjustment by the competent authority. Investors carrying out the procedures for adjustment of the Investment Registration Certificate must understand the conditions, procedures, and required documents for each specific adjustment.

2. In which cases must the Investment Registration Certificate be adjusted?

a. For projects not subject to investment policy approval

According to Article 41.2 of the Law on Investment 2020, the investor shall carry out procedures for adjustment of the Investment Registration Certificate if the adjustment of the investment project leads to changes in the content of the Investment Registration Certificate. According to Article 40 of the Law on Investment 2020, the content of the Investment Registration Certificate includes:

• TName of the investment project;
• Investor;
• Investment project code;
• Location of the investment project, land area to be used;
• Objectives and scale of the investment project;
• Investment capital of the project (including investor’s capital contribution and mobilized capital);
• Duration of operation of the investment project;
• Implementation progress of the investment project, including: progress of capital contribution and mobilization of capital sources; progress for implementing the main operational objectives of the investment project, if the investment project is divided into phases, the implementation progress for each phase must be specified;
• Forms of investment incentives and supports, and the basis and conditions for application (if any);
• Conditions for investors to implement the investment project (if any).

b. For projects subject to investment policy approval

For projects subject to investment policy approval, the investor must carry out procedures for approval of adjustment to the investment policy before adjusting the Investment Registration Certificate. According to Article 41.3 of the Law on Investment 2020, investors whose the investment project has been granted investment policy approval, must carry out procedures for approval of adjustment to the investment policy in the following cases:

• Changing objectives that are stated in the investment policy approval document; adding objectives subject to investment policy approval;
• Changing the scale of land area by more than 10% or over 30 hectares; changing investment location;
• Changing total investment capital by 20% or more, resulting in a change in the investment project’s scale;
• Extending the investment project implementation schedule where the total investment duration exceeds 12 months compared to that specified in the first investment policy approval document;
• Amending the operational duration of the investment project;
• Changing the technology has been appraised and consulted during the investment policy approval process;
• Changing the investor of an investment project whose investment policy and investor were approved simultaneously before the project is put into operation, or changing the conditions applicable to the investor (if any).

3. What are the conditions for adjusting the Investment Registration Certificate (IRC)?

In order to adjust the Investment Registration Certificate, the following conditions must be met:

• The Investment Registration Certificate must still be valid;
• The adjusted information must be accurate, complete, and lawful in accordance with legal regulations;
• The investor must not have violated any provisions stated in the granted Investment Registration Certificate.

4. What documents are required for adjusting the Investment Registration Certificate?

​a. The application dossier for adjustment of the Investment Registration Certificate in case of not having to issue an investment policy decision

• A written request for project adjustment;
• A report on the implementation status of the investment project up to the time of adjustment;
• Investor’s decision on project adjustment (applicable for institutional investors);
• Explanation or supporting documents related to the following adjustments (if applicable):
• Documents envidencing the legal status of the investor;
• Documents envidencing the investor's financial capacity, including at least one of the following: the investor’s financial statements for the last two years; a financial support commitment from the parent company; a financial support commitment from a financial institution; a guarantee of the investor’s financial capacity; or other documents proving the investor’s financial capacity;
• The investment project proposal including the following main contents: the investor or the form of investor selection, investment objectives, project scale, investment capital and capital mobilization plan, location, duration, schedule of project implementation, information on the current status of land use at the project site and proposal for land use demand (if any), labor demand, proposal for investment incentives, socio-economic efficiency and impacts of the project, and preliminary environmental impact assessment (if any) in accordance with the law on environmental protection. If the law on construction requires the preparation of a pre-feasibility study report, the investor may submit a pre-feasibility study report in lieu of the investment project proposal;
• If the project does not request the State to allocate land, lease land, or permit the change of land use purpose, a copy of documents on the land use rights or other documents envidencing the right to use the site for project implementation shall be submitted;
• Explanation on the technology to be used in the project, for projects subject to appraisal or consultation on technology under the Law on Technology Transfer;
• BCC contract, for projects implemented under the form of Business Cooperation Contract (BCC);
• Other documents related to the investment project, requirements on conditions and capacity of investors according to the provisions of law (if any).

b. The application dossier for adjustment of the Investment Registration Certificate in cases where investment policy approval is required

The application dossier for adjustment of the Investment Registration Certificate that is subject to the investment policy approval by the Provincial People's Committee:

• A written request for project implementation;
• A copy of the identity card or passport (for individual investors); a copy of the Certificate of establishment or equivalent documents certifying the legal status (for institutional investors);
• Project proposal including the following contents: the investor implementing the project, investment objectives, scale of investment, investment capital and capital mobilization plan, location, duration, investment schedule, labor demand, proposal for investment incentives, and assessment of the impact and socio-economic efficiency of the project;
• A copy of one of the following documents: the investor’s financial statements for the last two years; a financial support commitment from the parent company; a financial support commitment from a financial institution; a guarantee of the investor’s financial capacity; or documents explaining the financial capacity of the investor;
• Proposal of land use demand; in case the project does not request the State to allocate land, lease land, or or permit the change of land use purposes, a copy of the lease agreement or equivalent document proving the investor’s right to use the location for project implementation shall be submitted;
• Explanation on the use of technology for investment projects applying technologies included in the List of Technologies Restricted from Transfer under the Law on Technology Transfer,including: the name and origin of the technology, a diagram of the technological process, main technical specifications, and the current condition of machinery, equipment and main technological lines.

The application dossier for adjustment of the Investment Certificate that is subject to the investment policy approval by the Prime Minister:

• The dossiers are similar to those required for the implementation of the investment policy approval by the Provincial People's Committee;
• Documents on site clearance, relocation, and resettlement plans (if any);
• Documents on preliminary environmental impact assessment and proposed environmental protection measures;
• Documents on evaluation of the impact and socio-economic efficiency of the investment project.

The application dossier for adjustment of the Investment Certificate that is subject to investment policy approval by the National Assembly:

• The dossiers are similar to those required for the implementation of the investment policy approval by the Provincial People's Committee;
• Documents on site clearance, relocation, and resettlement plans (if any);
• Documents on preliminary environmental impact assessment and proposed environmental protection measures;
• Documents on evaluation of the project's impact and socio-economic efficiency;
• Documents on proposed special mechanisms and policies (if any).

5. Who has the authority to adjust the Investment Registration Certificate?

According to Article 39 of the Law on Investment 2020, the authority to adjust the Investment Registration Certificate is specifically assigned as follows:

• The Management Boards of industrial zones, export processing zones, high-tech zones, and economic zones adjust the Investment Registration Certificate for projects located within such zones, except where the authority lies with the investment registration authority at the location of project implementation.
• The Department of Planning and Investment adjust the Investment Registration Certificate for projects outside industrial zones, export processing zones, high-tech zones, and economic zones, except where the authority lies with the investment registration authority at the location of project implementation;
• The investment registration authority at the location, where the investor implements or plans to establish an executive office for the project, adjust the Investment Registration Certificate for the following investment projects:
• Investment projects implemented in two or more provincial-level administrative units;
• Investment projects implemented both inside and outside industrial zones, export processing zones, high-tech zones, and economic zones;
• Investment projects located in industrial zones, export processing zones, high-tech zones, and economic zones where no management board has been established or which are not under the jurisdiction of any management board of such zones.

6. How is the procedure for adjusting the Investment Registration Certificate presented?

a. Procedure for adjusting the Investment Registration Certificate for projects not subject to investment policy approval.

According to Article 36.4 of Decree No. 31/2021/ND-CP issued by the Government, the procedure for adjusting the Investment Registration Certificate for investment projects not subject to investment policy approval is stipulated as follows:

• If the adjustment of the investment project involves changing the name of the investment project or the name of the investor on the Investment Registration Certificate, the investor shall submit a written request for adjustment to the investment registration authority, accompanied by documents related to the change in the name of the project or the name of the investor. Within 03 working days from the date of receipt of the request, the investment registration authority shall adjust the Investment Registration Certificate accordingly.
• If the adjustment of the investment project does not involve changing the name of the investment project or the name of the investor on the Investment Certificate, the investor shall submit 01 set of documents specified in Article 44.1 of Decree 31/2021/ND-CP issued by the Government to the Investment Registration Authority (mentioned in Section 4.1 above). Within 10 days from the date of receipt of a valid application, the investment registration authority shall adjust the Investment Registration Certificate accordingly.

b. Procedure for adjusting the Investment Registration Certificate for projects subject to investment policy approval

According to Article 35 of Decree No. 31/2021/ND-CP issued by the Government, the procedure for adjusting the Investment Registration Certificate for projects subject to investment policy approval is as follows: Based on the Decision approving the adjustment to the investment policy, the investment registration authority shall adjust the Investment Registration Certificate within 05 working days from the date of receipt of such Decision.

7. What should be noted when adjusting the Investment Registration Certificate?

• For enterprises that have not yet completed the procedure to separate the Investment Registration Certificate into an Enterprise Registration Certificate, they must separate the Investment Certificate first.
• If the adjustment to the Investment Registration Certificate results in changes to the contents of the Enterprise Registration Certificate, the investor must carry out the enterprise registration change procedure under the Law on Enterprises 2020 before adjusting the Investment Registration Certificate.
• If the adjustment to the Investment Registration Certificate leads the investment project being subject to investment policy approval, the investor must carry out the investment policy approval procedure before adjusting the Investment Registration Certificate.
• For investment projects subject to investment policy approval, if the Investment Registration Certificate is adjusted with the content of adjusting the project implementation progress, the investor must not extend the schedule by more than 24 months compared to the schedule stipulated in the initial investment policy approval, unless one of the following cases applies:
  • To overcome consequences in force majeure events in accordance with Civil laws and Land laws;
  • Adjusting the schedule of investment project implementation due to the investor being delayed in receiving land allocation, land lease, or permission to change land use purpose from the State;
  • Adjusting the schedule of investment project implementation at the request of state management agencies or state agencies that are slow in implementing administrative procedures;
  • Adjusting the investment project due to planning changes by State agencies;
  • Changing the objectives specified in the investment policy approval document; adding objectives subject to investment policy approval;
  • Increasing of total investment capital by 20% or more, resulting in a change to the project’s scale.
• Enterprises that change their company name, must re-engrave the corporate seal and publicly announce the new seal on the National Business Registration Portal.
• If the enterprise adjusts the Investment Registration Certificate to increase charter capital, which changes the enterprise's business license tax rate, the investor must declare the new business license tax rate and pay additional business license tax.

• If the enterprise admits new capitalcontributing members, it should be noted that the new investor must contribute capital through the enterprise's capital transfer account and must contribute on schedule according to the committed deadline in the Investment Registration Certificate.
• When preparing documents for adjustment: All documents and materials required for the adjustment of the Investment Registration Certificate must be complete, accurate, and in accordance with the provisions of law. Documents issued in Vietnam must be notarized copies; documents issued overseas must be legalized and translated into Vietnamese,and notarized.

8. Some frequently asked questions regarding the adjustment of the Investment Registration Certificate

a. Is the adjustment of the Investment Registration Certificate mandatory?

The investor must carry out adjustment procedures when the adjustment of the investment project results in changes to the contents of the Investment Registration Certificate. Failure to do so may result in a fine ranging from VND 70,000,000 to VND 100,000,000 under Article 17 of Decree No. 122/2022/ND-CP issued by the Government on administrative penalties in the field of planning and investment.

b. Is it possible to adjust the Investment Registration Certificate online?

• According to the provisions of Article 39 of Decree 31/2021/ND-CP guiding the procedures for adjusting the Investment Registration Certificate online, for investment projects not subject to investment policy approval, investors can choose to submit a paper application for adjusting the Investment Registration Certificate or submit an online application on the National Investment Information System in one of two forms: using a digital signature or not using a digital signature.
• The online application for adjustment of the Investment Registration Certificate includes data as prescribed in Decree 31/2021/ND-CP and is presented in electronic form, with the same legal value as a paper application.
• An online application is considered valid if it meets the following requirements:
  • Having complete documents and contents fully declared according to regulations for paper documents, presented in electronic form and named corresponding to the name of the type of document;
  • The information declared on the System is complete and accurate according to the information in the paper documents; authenticated by the investor's digital signature or compared with the paper documents.

Note: If the investor authorizes the implementation of investment procedures, the application for issuance or adjustment of the Investment Registration Certificate must include the authorization document and legal documents of the authorized party.

c. How much is the fee for adjusting the Investment Registration Certificate?

When carrying out procedures to adjust the Investment Registration Certificate, investors are exempted from fees and charges for issuing the adjusted Investment Certificate. However, if the change of the Investment Certificate results in a change of the Enterprise Registration Certificate, investors must pay fees.

d. Is it necessary to adjust the Investment Registration Certificate if the legal representative of the institutional investor changes?

The information of an institutional investor indicated in the Investment Registration Certificate includes details of the  organization, including legal document type, document number, issuance date, issuing authority, headquarters address, and legal representative information... In case of changing the legal representative of an institutional investor, the content of the Investment Certificate will change, therefore it is necessary to carry out procedures to adjust the Investment Registration Certificate.

e. Where can templates for the application to adjust the Investment Registration Certificate be found?

Templates for the application dossier for adjustment of the Investment Registration Certificate are prescribed in Appendix A: Forms and reports related to investment activities in Vietnam, issued together with Circular No. 03/2021/TT-BKHĐT dated April 9, 2021 by the Minister of Planning and Investment.

f. What documents must be prepared if adjusting the Investment Registration Certificate result in changes to the related content of the Enterprise Registration Certificate?

The investor must prepare the following documents:

• Notice of enterprise information change (Form II-1 under Circular No. 01/2021/TT-BKHDT);
• Resolutions or decisions of the owner or members/shareholders regarding the change (depending on the enterprise type);
• Other documents related to specific adjustment content;
• Power of attorney (if applicable) for the organization/individual performing the procedure.