Important Steps in Applying for an IRC Investment Registration Certificate in Vietnam

An IRC investment registration certificate is a crucial legal document recording the investor’s project registration information in Vietnam, confirming the investor’s legal investment rights.

Definition of IRC Investment Registration Certificate

The concept of an IRC investment registration certificate relates to licensing investors to implement projects in Vietnam. IRC can be issued in paper or electronic form according to the 2020 Investment Law, confirming the legal investment rights for these projects. It is an important license for both domestic and foreign investors.

An Investment Registration Certificate (IRC) is an indispensable part of the investment project implementation process in Vietnam. According to the provisions of the 2020 Investment Law, IRC acts as a legal document confirming the investor’s investment registration information, a prerequisite condition for investment projects. This license is granted by the Department of Planning and Investment or the management boards of industrial/economic zones.

Main Contents of the IRC

Each Investment Registration Certificate must specify the required information under Article 40 of the Investment Law 2020, including:

• Project name and investor’s name.
• Investment project code.
• Location, land area used for the project.
• Objectives, scale, and investment capital of the project, including both contributed and raised capital.
• Operational duration and project implementation progress.

Projects Requiring an IRC

Cases requiring IRC procedure include:

• Investment projects by foreign investors.
• Projects carried out by economic organizations with foreign investment capital exceeding 50% of charter capital.
• Partnership companies with most general partners being foreign individuals.

For projects outside of the above cases, if there is no foreign investment element, an Investment Registration Certificate is generally not required.

Validity of the Investment Registration Certificate

This document can be issued in paper or electronic format, and the validity period is usually noted in relation to the project’s implementation time. Investors need to proceed with procedure adjustments if they wish to change any initially registered information such as addresses, investor information, or investment capital.

The IRC Investment Registration Certificate is an important legal tool ensuring that the investment project is recognized and managed under Vietnamese investment regulations. Cooperation and strict compliance with this regulation will facilitate sustainable project development for investors in Vietnam.

Cases Requiring an IRC Investment Registration Certificate

According to Article 37 of the 2020 Investment Law, cases requiring the issuance of an IRC include: investment projects implemented by foreign investors, projects of economic organizations with foreign investors holding more than 50% of charter capital, or projects where a foreign individual investor plays a key role.

In the field of construction and energy in Vietnam, the issuance of an Investment Certificate plays an important role in ensuring the legality of investment projects from foreign investors and related economic organizations.

• Investment Projects by Foreign Investors: All projects in which foreign investors participate are required to have an Investment Certificate. This is a fundamental step to ensure that these projects comply with the regulations in the 2020 Investment Law.
• Investment Projects by Economic Organizations with Foreign Investment Capital: Under the 2020 Investment Law, economic organizations with foreign capital exceeding 50% of their charter capital must comply with this regulation. This condition applies to various cases, including partnerships in which most general partners are foreigners, or any organization where foreign capital holds more than 50%.
• General Conditions for Issuance of IRC: Projects must not violate prohibited investment sectors as per national and international regulations that Vietnam is a member of. Additionally, projects must have a clear execution location that is suitable for local planning and must meet land use and human resource conditions.
• Time Limit for Issuing an IRC Investment Registration Certificate: Typically, the IRC issuance process does not exceed 15 days from the date the competent authority receives a valid dossier from the investor. This timeframe is set by the state to create the most favorable conditions for international investors.
• Cases Not Requiring IRC Issuance: There are certain exceptions for economic organizations not falling under the previously mentioned scenarios, as per Article 37 of the 2020 Investment Law, which do not need an IRC Certificate. However, specific details are not specified in the current document.

These regulations serve as a foundation to ensure the rights and responsibilities of the parties involved in an investment project, while also supporting the promotion of legal and sustainable investment activities in Vietnam.

Dossier and Procedure for Applying for an IRC Investment Registration Certificate

Investors need to prepare the dossier under Clause 1, Article 33 of the Investment Law, submitting to the investment registration authority. For projects spanning multiple provincial administrative units, the application is submitted to a single Department of Planning and Investment. The authority will review the dossier and issue the certificate if the project meets the conditions within 15 days.

To ensure the process of applying for an Investment Registration Certificate (IRC) runs smoothly, investors need to carefully prepare the dossier and understand the execution steps according to the Investment Law regulations. Below is a detailed overview of this critical dossier and procedure:

Required Investment Dossier

Investors need to prepare the following documents to be eligible to apply for an Investment Registration Certificate:

• Proposal for project execution: This document demonstrates the investor’s commitment to bear all costs and risks if the project is not approved.
• Documents proving the legal status of the investor:
• For individual investors: A copy of the ID card, identification card, or passport.
• For organizational investors: A copy of the business registration certificate or equivalent legal documents.
• Documents proving financial capability: Financial statement from the last two years or a financial support commitment document.
• Investment project proposal: Detailed objectives, scale, total investment capital, location, implementation schedule, land use, and labor requirements.
• Copies of documents related to land use rights: If the project uses land, documents proving usage rights or valid lease agreements are required.
• Explanation of technology: For projects requiring a technology appraisal.
• Business Cooperation Contract (BCC): Required if the investment project is under a BCC contract.
• Power of attorney: Required if the dossier submitter is not the direct investor.

Conditions for Receiving an IRC Certificate

For a project to receive an IRC Investment Registration Certificate, the following conditions must be satisfied:

• The project is not on the list of prohibited or restricted investments according to international treaties that Vietnam is a participant in.
• The project has a clear and legally valid location, evidenced by documents of land use rights or valid lease agreements.
• It is suitable with general planning from national down to at least provincial levels where the project is executed.
• It meets the investment ratio over land use area and labor conditions as regulated by the Provincial People’s Committee in the project area.
• It must satisfy special market access conditions for foreign investors.

Procedure for Applying for IRC

The steps to complete the IRC application include:

1. Prepare dossier: According to the document list outlined above, ensuring completeness and correctness.
2. Submit dossier: The application for IRC registration needs to be submitted at the local Department of Planning and Investment (DPI) where the project intends to operate. Some provinces support online submissions, but specific methods need confirmation at the local DPI.
3. Review dossier: The DPI will review the dossier within 15 to 45 working days. During this process, the investor may be required to supplement or clarify information if necessary.
4. Issue of certificate: Once the dossier meets the conditions, the DPI will issue the Investment Registration Certificate, which serves as a basis for subsequent business registration steps.

Understanding the investment dossier process and IRC procedural conditions not only helps expedite the paperwork but also ensures the project is implemented smoothly and in compliance with the regulations.

Conditions for Issuance of an IRC Investment Registration Certificate

According to Article 36 of Decree 31/2021/ND-CP, the conditions for IRC issuance include having a complete and valid dossier, the project not being subject to investment policy approval, along with other requirements under the Investment Law and guiding decrees.

In order to issue an IRC Investment Registration Certificate in Vietnam, businesses must comply with strict regulations under Decree 31/2021/NĐ-CP and the Investment Law. Below are the basic conditions that need to be met:

• Legitimate investment industries and sectors: The project must not be on the list of prohibited business investments under Vietnam’s law and international treaties that Vietnam is a participant in. This ensures compliance with national and international investment strategies.
• Clear, lawful project location: Businesses need to provide valid documents regarding land use rights or lease agreements. A clear address is essential for project implementation.
• Conformity with planning: The project must align with national, regional, provincial, and special administrative-economic zone planning. This helps maintain consistency with sustainable development strategies.
• Meeting investment ratio and labor conditions: As per the Provincial People’s Committee regulations, projects need to meet criteria for investment per land area and labor quantity.
• Market access conditions for foreign investors: Foreign investors need to meet conditions under investment law and Vietnam’s international commitments.

Subjects requiring IRC issuance

Types of projects requiring IRC include:

• Projects with foreign investors owning more than 50% of charter capital.
• Partnership companies with the majority of members being foreign individuals.
• Economic organizations where another organization holds more than 50% charter capital.
• Economic organizations with foreign investors or entities regulating 50% or more ownership.

Procedure for issuing the IRC Certificate

The investment registration authority issues the Investment Certificate when the dossier and project meet conditions. This process is conducted based on the 2020 Investment Law and its guiding documents, detailing the project’s specifics, investors, project code, implementation location, and business sectors.

Contents of the IRC Investment Registration Certificate

An IRC investment registration certificate includes details about the project name, investor, project code, location and scale, investment capital, duration, and implementation progress, ensuring compliance with the requirements of Article 40 of the 2020 Investment Law.

In the field of investment in Vietnam, the IRC investment registration certificate is a crucial legal document providing essential details about the investment project. For transparency and efficiency in the investment process, the contents of the IRC need to be prepared in a detailed and complete manner.

• Investment project name: This requires a specific name for the project, facilitating clear identification in related procedures and documents.
• Investor: Provide information about the individual or organization implementing the project, thereby clearly defining participating responsibilities and rights.
• Investment project code: This unique code helps effectively manage and track the project within state management systems.
• Implementation location, land use area: Specify the location and land area to be used, allowing precise control and planning.
• Project objectives and scale: Describe in detail the objectives and scope of operations to evaluate the project’s potential and impact.
• Investment capital: Details on self-sourced and raised capital from other sources, ensuring a transparent and feasible financial plan.
• Operational duration: Define the project’s implementation and operational timeframe for long-term planning.
• Implementation progress: Adhere to the schedule for capital contributions, capital raising, and achieving project objectives.

According to Article 39 of the 2014 Investment Law, the investment registration certificate also specifies applicable incentives and conditions for the project, if any. The investment registration process with IRC issuance requires strict procedural and conditional compliance under legal regulations, typically involving submission of a complete dossier to the competent authority and awaiting review. In case of changes, investment certificate adjustments are conducted for timely information updates. While the registration issuance timeframe is not detailed, it largely depends on the completeness of the investment dossier.

Authority to Issue Investment Registration Certificate

The authority to issue the IRC certificate is usually the provincial Department of Planning and Investment or the Management Board of Industrial Zones, export processing zones, depending on the project’s scale and type. For specific projects, higher management approval may be required.

In the context of investing in construction projects in Vietnam, understanding the authority regulations for issuing Investment Registration Certificates is crucial for efficient business operations. Based on the 2020 Investment Law and current guiding documents, the competent agencies for issuing these certificates have been clearly identified.

• Management Board of Industrial Zones, Export Processing Zones, High-Tech Parks, Economic Zones: Responsible for issuing, adjusting, and revoking Investment Certificates for projects in these areas. This includes infrastructure construction and business within these zones, except in cases with different special regulations.
• Department of Planning and Investment: The main agency for projects outside of areas with a Management Board. It also issues certificates for projects in industrial zones, export processing zones without a management board, and handles investment registration procedures locally.
• Investment registration authority where the project is executed: In special cases, this authority handles the receipt and issuance of Investment Certificates, except for projects requiring policy approval from the National Assembly or the Prime Minister.

Related authorities are tasked not only with issuing certificates but also with adjustments or revocations based on their defined functions. In the context of working with energy and electrical engineering projects, understanding the 2020 Investment Law and the certificate-issuing agency forms the foundation for an effective investment strategy.

The investment certificate serves as a legal basis for investors, both domestic and international, to implement projects according to regulations. To ensure smooth procedures and avoid legal barriers, accessing the correct competent agency is essential.

Applying for an IRC investment registration certificate is a crucial step to realize investment projects in Vietnam, ensuring legal compliance and expanding business opportunities for foreign investors.

Contact QuangAnhcons via Hotline: +84 9 1975 8191 for detailed consultation on the procedure for applying for an IRC investment registration certificate.

QuangAnhcons is committed to supporting customers in every aspect of the IRC application process, from dossier preparation to legal procedures completion, ensuring your investment project proceeds as smoothly as possible.