LEGAL ADVISORY ON THE LATEST INVESTMENT REGISTRATION CERTIFICATE PROCEDURES

In the context of an increasingly dynamic investment environment and evolving legal regulations, obtaining an Investment Registration Certificate requires strict compliance with the latest statutory procedures and regulatory requirements.

1. Cases Subject to Procedures for Issuance of an Investment Registration Certificate

Cases Required to Carry Out Procedures for Issuance of an Investment Registration Certificate:

• Investment projects of foreign investors;
• Investment projects of economic organizations as prescribed in Clause 1 Article 20 of the Investment Law 2025.

Cases Not Required to Carry Out Procedures for Issuance of an Investment Registration Certificate:

• Investment projects of domestic investors;
• Investment projects of economic organizations as prescribed in Clause 2 Article 20 of the Investment Law 2025;
• Investment activities in the form of capital contribution, purchase of shares, or purchase of capital contribution portions in economic organizations.

Notes:

• With respect to investment projects prescribed in Article 24 of the Investment Law  2025, domestic investors and economic organizations specified in Clause 2 Article 20 of the Investment Law 2025 shall implement the investment projects only after obtaining Investment Policy Approval.
• Where investors wish to obtain an Investment Registration Certificate for investment projects prescribed at Points a and b Clause 2 Article 26 of the Investment Law 2025, such investors shall carry out procedures for issuance of an Investment Registration Certificate.
• The Government shall provide detailed regulations on the conditions, dossiers, order, procedures, issuance, amendment, and contents of the Investment Registration Certificate.

2. Conditions for Issuance of an Investment Registration Certificate

For investment projects not subject to Investment Policy Approval as prescribed in Articles 30, 31, and 32 of the Investment Law 2020, investors shall be granted an Investment Registration Certificate provided that the following conditions are satisfied:

• The investment project does not fall under business lines prohibited from investment;
• The investment project has a specific location for implementation;
• The investment project is consistent with the relevant planning schemes as prescribed at Point a Clause 3 Article 33 of the Investment Law 2020;
• The investment project satisfies requirements on investment capital per land area unit and the number of employees (if applicable);
• The investment project satisfies market access conditions applicable to foreign investors.

3. Procedures for Issuance of an Investment Registration Certificate

The dossier comprises:

a) A written request for implementation of the investment project;
b) Documents evidencing the legal status of the investor;
c) Documents evidencing the financial capacity of the investor;
d) An investment project proposal;

In case the law on construction provides for the preparation of a pre-feasibility study report, the investor may submit a  pre-feasibility study report in lieu of investment project proposal

e) Copies of documents evidencing the right to use land or other documents determining the lawful right to use the project location, in cases where the investment project does not request the State to allocate land, lease land, or permit change of land use purpose;

f) An explanation of the technologies to be used in the investment project, applicable to projects subject to appraisal or consultation on technologies in accordance with the law on technology transfer;

g) A Business Cooperation Contract (BCC), in cases where the investment project is implemented in the form of a BCC;

h) Other documents relating to the investment project, or requirements on conditions and capacity of the investor as prescribed by relevant laws (if any).

Number of dossiers:
The investor shall submit 01 set of dossier.

Procedures for issuance and adjustment of investment registration certificates for investment not subject to approval for investment guidelines are specified in Article 36 of Decree 31/2021/ND-CP as follows:

Step 1:
The investor submits one dossier requesting issuance of an Investment Registration Certificate, containing the documents prescribed in Clause 1 Article 33 of the Law on Investment, to the investment registration authority.

Where the investment project is implemented in two or more provincial-level administrative units, the investor shall submit the dossier to the Department of Planning and Investment of one province or centrally governed city where the investment project is implemented, or where the executive office is located or expected to be located.

Step 2:
For investment projects that have already been implemented, the investor shall submit the dossier in accordance with Clause 1 Article 36 of Decree No. 31/2021/NĐ-CP, in which the investment project proposal shall be replaced by a report on the implementation status of the investment project from the commencement date up to the date of application for issuance of the Investment Registration Certificate.

Step 3:
The investment registration authority shall issue the Investment Registration Certificate within 15 days from the date of receipt of a valid dossier, provided that the investment project satisfies all statutory conditions.

Procedures for issuance and adjustment of investment registration certificates for investment projects subject to approval for investment guidelines are as follows:

For investment projects where Investment Policy Approval is granted concurrently with investor approval and which are subject to issuance of an Investment Registration Certificate:

• Based on the Decision on Investment Policy Approval or the Decision on Amendment of Investment Policy Approval, the investment registration authority shall issue or amend the Investment Registration Certificate within 05 working days from the date of receipt of such decision.
• For investment projects falling under the authority of two or more provincial-level People’s Committees, based on the proposal of the Ministry of Planning and Investment, the Prime Minister shall assign the Department of Planning and Investment of one province or centrally governed city where the project is implemented or where the executive office is located or expected to be located to issue the Investment Registration Certificate.

For investment projects that have obtained Investment Policy Approval and where the investor has won a land-use rights auction or bidding: Where the project is subject to investor approval pursuant to Clause 3 Article 29 of the Law on Investment and subject to issuance of an Investment Registration Certificate, the investor shall submit a written request for issuance of the Investment Registration Certificate to the investment registration authority, which shall issue the Investment Registration Certificate within 05 working days from the date of receipt of such request.

For investment projects where the Economic Zone Management Board approves the investor, such approval shall be granted concurrently with the issuance of the Investment Registration Certificate.

For projects not subject to issuance of investment registration certificates, if there is a need for issuance of investment registration certificates, the investor submits a written application for an investment registration certificates, a valid copy of the Decision on approval for investment guidelines and  a valid copy of the decision on investor approval (if any) to the investment registration authority for issuance of the investment registration certificate within 05 working days from the date of receipt of the written request. 

Time Limits for Issuance of an Investment Registration Certificate:

For projects subject to Investment Policy Approval: Within 05 working days from the date of receipt of the decision on Investment Policy Approval concurrently with investor approval.

For projects not subject to Investment Policy Approval: Within 15 days from the date of receipt of a valid application dossier.

With extensive experience in investment consultancy, Huy Hoang Law Firm takes pride in providing fast, efficient, and cost-effective services for obtaining Investment Registration Certificates for clients.

4. Investment Registration Certificate Consultancy Services of Huy Hoang Law Firm

Consulting on conditions and procedures for obtaining an Investment Registration Certificate;

Advising on and drafting application dossiers for issuance of an Investment Registration Certificate;

Representing investors in working with competent Vietnamese state authorities throughout the licensing process;

Providing comprehensive and ongoing legal consultancy after the issuance of the Investment Registration Certificate and during the course of investors’ business operations in Vietnam.

Huy Hoang Law Firm

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