IRC amendment in Vietnam: which change triggers which procedure

An IRC amendment in Vietnam is needed when a change to the investment project alters the main content recorded on the Investment Registration Certificate (Article 33(2) of the Law on Investment 143/2025/QH15). The investor first declares the change on the National Investment Information System, files with the investment registration authority within 10 working days of that declaration (Article 41(1) of Decree 96/2026/ND-CP), and receives the amended IRC within 3 working days for a change of project or investor name and two kinds of technical update, or within 7 working days of a valid file for everything else (Article 56).

If the project also holds an investment policy approval, some changes need a second layer. Changes listed in Article 33(3) of the Law (objectives covered by the approval, land area, location, an extension of more than 24 months, the operating term, and certain changes of investor) require an investment policy approval adjustment first, and only then the IRC amendment (Article 51(2)(a) of the Decree). For what the IRC is and which projects need one, see the handbook entry on the IRC.

Many guides still describe the old regime. The Law on Investment 61/2020/QH14 and Decree 31/2021/ND-CP ceased to apply on 1 March 2026 (Article 51(4) of the Law; Article 111(3)(a) of the Decree), and Circular 55/2026/TT-BTC of 15 May 2026 replaced Circular 03/2021/TT-BKHDT as the source of the forms, effective on signature (Article 5(1)). Figures such as "10 to 15 working days" do not match Article 56 of Decree 96, and requests for audited financial statements are now ruled out by Article 6(7).

When is an IRC amendment in Vietnam required?#

Article 37 of Decree 96 lists what an IRC records: the project name; the investor; the project code; location and land area; objectives and scale; investment capital (contributed and mobilised); operating term; the schedule for contributing and mobilising capital and for the main objectives, phase by phase if any; incentives; and conditions on the investor. If an adjustment to the project changes any of these, you amend the IRC; companies do not need to amend investment registration certificates for changes that touch none of them. The project code itself never changes (Article 40(1)).

Four situations look like amendments but are not:

• A clerical error on the certificate compared with the file you submitted: ask for a correction, handled in 3 working days (Article 44(3)).
• Late land allocation, lease or handover: no amendment is required; the dates in the land decision or handover record govern the schedule and term (Article 28(4)). An update on the IRC is optional (Article 28(5)).
• A new address after the reorganisation of administrative units: the update is made only if the investor wants it (Article 56(1)).
• Company-level changes such as the legal representative, head office, charter capital or members: these sit on the Enterprise Registration Certificate (ERC) and must be registered within 10 days of the change (Article 28 and Article 30(2) of the Law on Enterprises).

One nuance on the last point. The amended IRC form (Form I.2.7 of Circular 55/2026) shows the head office and legal representative of an investor that is an organisation, while Article 56(1) only mentions a change of "investor name". The texts do not say whether a new address or representative of the investor is a change of main content. Our reading is that it does not trigger a stand-alone amendment, but investors must keep their data on the system current (Article 46(3) of the Law), so check with the authority.

There is no "within X days" deadline for an IRC amendment comparable to the 10-day ERC rule. However, the investor must follow the IRC while implementing the project (Article 29(3)), and continuing to depart from it after a fine or a written notice from the authority can lead to full or partial suspension of the project (Article 35(2)(dd), which excludes cases of mere delay against the schedule). In practice, amend before you implement the new content.

Which procedure? IRC amendment in Vietnam by type of change#

The middle column covers projects that hold only an IRC; the right column covers projects that also hold an investment policy approval. Days are working days; articles are of Decree 96/2026 unless stated otherwise.

Change	IRC-only project	Project with investment policy approval	Basis
Project name or investor name	Request plus documents on the name change; 3 days	Not listed in Article 33(3) of the Law, so as for IRC-only	Article 56(1); Article 51(4)
Schedule or term updated for late land allocation or handover	Optional; attach the land decision or handover record; 3 days	Optional; short-form decision by the provincial People's Committee Chairperson (2 + 3 days) or management board (5 days)	Article 28(4), (5); Article 53(3); Article 54(5)
Address updated after administrative reorganisation	Optional; request with an explanation; 3 days	No policy adjustment required; short-form procedure if updated	Article 51(3)(c); Article 56(1)
Increase or decrease of investment capital; new contribution schedule	Full file; 7 days; a top-up of the security deposit may apply	Article 33(3) does not mention capital, so on its wording only the IRC is amended, unless another listed change comes with it	Article 56(2); Article 27(11)
New or changed objectives or scale	7 days; if a new objective falls under Article 24 of the Law, obtain policy approval first	Change to an objective covered by the approval: policy adjustment	Article 51(3)(a) and (5)
Land area	7 days	Policy adjustment if the change exceeds 10% or 30 ha where land was allocated or leased without auction or tender	Article 51(3)(b)
Move to a new location	7 days, at the authority of the new location	New location different from the approved one: policy adjustment	Article 36(5); Article 51(3)(c)
Longer implementation schedule	7 days	Up to 24 months beyond the original schedule: IRC only. More than 24 months: only in the cases of Article 33(4) of the Law, and with a policy adjustment	Article 33(3)(c) and (4) of the Law; Article 51(3)(d) and (4)
Longer or shorter operating term	7 days	Policy adjustment, except the late-handover case	Article 51(3)(dd); Article 64(1)
Extension at the end of the term	Separate extension procedure with input from the land authority	Same, filed with the body competent for the approval	Article 64(2), (3)
Transfer of the project	File under Article 57(5), processed under Article 56	Depends on Article 57(6) to (10)	Article 57
Change of investor where policy and investor were approved together, before operation; change to investor conditions stated in the approval	Not applicable	Policy adjustment	Article 51(3)(e)

Three notes. First, compared with the 2020 law, Article 33(3) of the 2025 Law no longer lists changes in total investment capital; an increase of 20% or more that changes the project's scale now matters only as one of the exceptions that allow a schedule to slip beyond 24 months (Article 33(4)(e)). Second, delays caused by force majeure, late land allocation, slow administrative action, planning changes or inspections do not count against the schedule or term (Article 31(3) of the Law; Article 28(2) of the Decree). Third, a project using land must apply to extend its term at least 12 months before it expires (Article 64(3)).

A project transfer has its own file, including the transfer contract and the buyer's financial documents; see our service on investment project transfer. Buying into the company that runs the project is a different transaction; see a foreign investor buying shares or an LLC stake.

Investment policy approval adjustment: what comes before the IRC#

The file for an investment policy approval adjustment is the same full file as for an IRC amendment (Article 52(1), applied by Articles 53(1) and 54(1)). It goes to the Ministry of Finance where the Prime Minister approved the policy, to the investment registration authority where the provincial People's Committee Chairperson approved it, and to the management board where the board approved it. If the adjustment moves the project into a higher approval tier, that tier decides (Article 33(5) of the Law). A consulted agency that does not reply in time is deemed to agree (Article 6(6)(b) of the Decree).

The IRC is amended on the basis of the adjustment decision (Article 51(2)(a)). Where the policy was approved together with the investor, the authority amends the IRC within 5 working days of receiving the decision (Article 38(1)(a)). If investment capital rises on a project subject to a security deposit, the investor tops up the deposit or bank guarantee in line with the increase, unless land has already been allocated or leased for the whole project area (Article 27(11)). Background: the handbook entry on investment policy approval.

Two transitional rules are worth checking first. A project that needed approval under the old law but would not need it under the 2025 Law does not have to adjust its approval unless the investor wants to (Article 52(3) of the Law); if it does, it uses the short-form procedure of Article 53(3), and if not, it may implement the project differently from the approved content provided it complies with other applicable law (Article 102(5) of the Decree). A company covered by Article 20(1) of the Law (for example, more than 50% foreign-owned) set up before 1 March 2026 must meet the conditions for foreign investors when it adjusts an existing project, but the authority reviews only the content being adjusted (Article 104(2), (3)).

The amendment file under Decree 96 and Circular 55/2026#

The full file is one set under Article 52(1), applied by Article 56(2):

1. Request to adjust the investment project, Form I.1.8 of Circular 55/2026. A note to the form says it is also used for a change of project or investor name. Each item is set out as "currently provided" and "now registered as", with the reason.
2. Report on project implementation up to the date of the adjustment, Form I.1.9. It asks for the capital contributed by each investor and when, capital mobilised by source, construction progress, revenue, headcount, and taxes and land rent paid. Keep the figures consistent with your accounts and the investment reports already filed.
3. The investor's decision on the adjustment, where the investor is an organisation, such as a members' council resolution.
4. Supporting documents for what changes (if any), drawn from the categories of Article 32(1): legal status, financial capacity, project proposal, right to use the site, technology, BCC contract. A new location needs site documents; a capital increase needs an explanation or evidence of financial capacity (Article 52(1)(d)).

The 3-day cases have their own forms: Form I.1.6 for late land handover and Form I.1.7 for administrative reorganisation. A project transfer uses Form I.1.8.a and a term extension Form I.1.10.

Separately, Decree 19/2026/ND-CP on investment supervision and evaluation requires the investor in a project that uses no state capital to send the investment registration authority a supervision and evaluation report before the project is adjusted (Article 94(8)(b)). Where a project must be reviewed before adjustment, the authority may amend the IRC only after that review (Article 96(2)). Forms and filing channels are covered in our guide to investment reporting obligations.

Five general rules in Decree 96 apply:

• No audit requirement. Financial statements for the last two years used to show financial capacity need not be audited, and a parent company or financial institution commitment need not state a term, unless another law requires it (Article 6(7)). The authority may not ask for documents beyond the statutory list (Article 6(1)(b)), though it may ask for explanations (Article 6(1)(dd)).
• Vietnamese translation of any foreign-language document; the investor is responsible if the translation departs from the original (Article 5(2), (4)).
• Electronic copy with a digital signature filed with the paper set; if they differ, the paper version prevails (Article 6(5)).
• Authorised filer: include the authorisation and the agent's legal documents (Article 42(4)).
• One request for additions. The authority must list everything to be corrected in a single written notice with a deadline; time spent on corrections does not count towards the processing period, and missing the deadline can end the review (Article 6(1)(d), (e)).

Filing an IRC amendment in Vietnam online and on paper#

Industrial park, export processing zone, high-tech park and economic zone management boards amend IRCs for projects inside their zones; provincial Departments of Finance handle projects outside them (Article 27(1), (2) of the Law). Projects in two or more provinces, or both inside and outside a zone, go to the authority where the investor has or plans its project office (Article 27(3) of the Law; Article 36(2), (4) of the Decree). After a move, the authority of the new location takes over (Article 36(5)).

Even for a paper filing, the investor must first declare the project online on the National Investment Information System, and the authority must receive the file within 10 working days, or the declaration lapses (Article 41(1)). Projects without investment policy approval may instead file entirely online, with or without a digital signature (Article 42(1)), following Article 43:

1. Register an account, enter the information, upload the documents and receive an electronic receipt.
2. If the file is incomplete, the authority asks for corrections within 5 working days of receipt.
3. With a digital signature, the IRC is amended within 10 working days of a valid file.
4. Without one, after notice that the file is acceptable you lodge one paper set and the printed receipt within 30 days, or the electronic file lapses; the IRC is then amended within 10 working days, not counting the time taken to lodge the paper set.

One inconsistency to note: Article 43 gives 10 working days for online filings, while Article 56 gives 3 or 7 working days. The Decree does not say whether the shorter Article 56 periods also apply online. If timing matters, ask the authority before choosing a channel.

The system named in Decree 96 is the National Investment Information System (or another investment procedures system once it is ready, Article 6(3)), and authorities must publish where they accept electronic files (Article 6(5)(c)). It is separate from the national business registration system used for the ERC. Project data stored on the National Investment Information System is the original record of the project (Article 46(4) of the Law).

IRC amendment timeline#

The IRC amendment timeline depends on the route. Statutory processing times under Decree 96/2026, excluding preparation, translation and time spent on corrections:

Procedure	Time limit (working days)	Basis
Name change; late-handover update; update after administrative reorganisation	3 days from receipt of the request	Article 56(1)(b)
Other amendments, paper filing	7 days from a valid file	Article 56(2)
Online filing	Correction notice within 5 days; amendment within 10 days of a valid file	Article 43
Policy adjustment by provincial People's Committee Chairperson	Appraisal report within 14 days of a valid file (consultation included); decision within the next 3 days	Article 53(2)
Policy adjustment by a management board	Decision within 17 days of a valid file	Article 54
Policy adjustment by the Prime Minister	Ministry of Finance appraisal within 20 days; decision within 5 days	Article 52(2)
IRC after a policy adjustment (policy and investor approved together)	5 days from receipt of the decision	Article 38(1)(a)
Extension of the operating term	Appraisal report within 14 days; decision within 3 days	Article 64(2)

Adding up the statutory limits, a provincial-level adjustment decision is due at most about 17 working days after a valid file (14 + 3); where the policy was approved together with the investor, the IRC follows within up to 5 more working days. These are the authorities' limits on paper, not a forecast of real processing time, and time spent on corrections or explanations is excluded (Article 6(1)(e)).

IRC or ERC first?#

No rule fixes a single order for every change, and guides in circulation give different answers, sometimes by province, without a legal basis. We answer the question of IRC or ERC first from the provisions themselves, on one principle: the certificate that serves as evidence for the other goes first.

• Only project content changes (investment capital, objectives, location, schedule, term): amend the IRC only. If new business lines follow, the company notifies the business registration office, which processes it in 3 working days and checks market access conditions for foreign investors (Article 49(2) of Decree 168/2025/ND-CP; Article 73(1) of Decree 96).
• Only company details change (head office, legal representative, charter capital): ERC only. Charter capital need not equal the project's investment capital (Article 72(5) of Decree 96); see increasing charter capital and the handbook on charter capital versus investment capital.
• The company named as investor on the IRC changes its name: ERC first, then IRC, because the IRC file must include documents on the name change (Article 56(1)); in our reading, that is the new ERC. From 23 July 2026 the business registration office retrieves IRC data itself instead of asking for a copy, as rolled out by notice on the national business registration portal (Article 4(7) of Decree 168, added by Article 1(2) of Decree 296/2026/ND-CP).
• A new foreign investor buys in: register the contribution or purchase before the change of members or shareholders in the three cases of Article 21(3) of the Law (Article 76 of Decree 96), then file the ERC change. Once the ERC is issued, the company is the investor implementing the project (Article 72(2) of Decree 96), but the Decree does not say whether a change of members or shareholders requires amending the "Investor" section of the IRC. If the IRC still names the original foreign investor, ask the investment registration authority.
• A company set up before its IRC: it may add other business lines to its ERC only after the IRC is issued, and must complete the IRC within 12 months of incorporation (Article 72(4) of Decree 96).
• A company still operating under an Investment Licence or Investment Certificate that doubles as its business registration: the one case where Decree 96 states the order. Where both parts change, do the ERC first, then adjust the project to receive an IRC (Article 110(2)).

Investment Licences, Investment Certificates and equivalent documents issued before 1 March 2026 keep the legal effect of an IRC (Article 101(2)). When one is adjusted, the new IRC records the adjusted content and restates all unchanged content still in force, while any business registration content on the old licence remains valid (Article 102(6), (7)). Converting to an IRC without other changes takes 3 working days; to convert both, do the ERC first (Article 109(1), (3)).

IRC amendment in Vietnam: checklist before filing#

1. Put the current IRC next to the planned change and mark each Article 37 item that will move; if none moves, there is no need to amend investment registration certificates at all.
2. Check whether the project has an investment policy approval and whether the change falls under Article 33(3); for older projects, check Article 52(3) of the Law.
3. Pick the route (3 days, 7 days, or policy adjustment first) and the order with the ERC and any capital contribution registration.
4. Pass the investor's internal decision; prepare Forms I.1.8 and I.1.9 with figures that match the accounts.
5. Gather documents for the changed items, Vietnamese translations, the authorisation and a digitally signed electronic copy.
6. Declare on the National Investment Information System and file within 10 working days.
7. After the amended IRC: top up any security deposit and update the bank holding the direct investment capital account, incentive records and sub-licences affected by the change.

Our service to amend the IRC and the ERC covers classifying each change as above, preparing the IRC and ERC files in the right order and following them through to the amended certificates. If the change started with a new head office, see also changing the registered address.